Hall of Fame Resort & Entertainment (HOFV) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 09, 2022
Document Information Line Items
Entity Registrant Name	Hall of Fame Resort & Entertainment Co
Trading Symbol	HOFV
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		117,629,003
Amendment Flag	false
Entity Central Index Key	0001708176
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38363
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3235695
Entity Address, Address Line One	2626 Fulton Drive NW
Entity Address, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44718
City Area Code	(330)
Local Phone Number	458–9176
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Assets
Cash	$ 10,615,810	$ 10,282,983
Restricted cash	7,214,439	7,105,057
Accounts receivable, net	2,737,750	2,367,225
Prepaid expenses and other assets	2,573,667	8,350,604
Property and equipment, net	188,252,325	180,460,562
Right of use asset	7,651,080
Project development costs	158,722,100	128,721,480
Total assets	377,767,171	337,287,911
Liabilities
Notes payable, net	122,930,044	101,360,196
Accounts payable and accrued expenses	23,651,149	12,120,891
Due to affiliate	2,746,497	1,818,955
Warrant liability	3,160,000	13,669,000
Lease liability	3,404,682
Other liabilities	8,571,212	3,740,625
Total liabilities	164,463,584	132,709,667
Commitments and contingencies (Note 6, 7, and 8)
Stockholders’ equity
Undesignated preferred stock, $0.0001 par value; 4,932,200 shares authorized; no shares issued or outstanding at June 30, 2022 and December 31, 2021
Series B convertible preferred stock, $0.0001 par value; 15,200 shares designated; 200 and 15,200 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively; liquidation preference of $215,011 as of June 30, 2022		2
Series C convertible preferred stock, $0.0001 par value; 15,000 shares designated; 15,000 and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively; liquidation preference of $15,632,500 as of June 30, 2022	2
Common stock, $0.0001 par value; 300,000,000 shares authorized; 117,527,249 and 97,563,841 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	11,753	9,756
Additional paid-in capital	331,390,931	305,117,091
Accumulated deficit	(117,266,369)	(99,951,839)
Total equity attributable to HOFRE	214,136,317	205,175,010
Non-controlling interest	(832,730)	(596,766)
Total equity	213,303,587	204,578,244
Total liabilities and stockholders’ equity	$ 377,767,171	$ 337,287,911

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,932,200	4,932,200
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	117,527,249	97,563,841
Common stock, shares outstanding	117,527,249	97,563,841
Series B Convertible Preferred Stock
Convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares designated	15,200	15,200
Convertible preferred stock, shares issued	200	15,200
Convertible preferred stock, shares outstanding	200	15,200
Liquidation preference (in Dollars)	$ 215,011
Series C Convertible Preferred Stock
Convertible preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares designated	15,000	15,000
Convertible preferred stock, shares issued	15,000	0
Convertible preferred stock, shares outstanding	15,000	0
Liquidation preference (in Dollars)	$ 15,632,500

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues
Sponsorships, net of activation costs	$ 452,772	$ 1,508,402	$ 1,272,062	$ 2,983,838
Event, rents and cost recoveries	668,863	60,135	1,006,256	103,680
Hotel revenues	1,563,900	795,222	2,513,741	1,191,560
Total revenues	2,685,535	2,363,759	4,792,059	4,279,078
Operating expenses
Operating expenses	6,799,280	6,219,781	14,325,979	12,228,780
Hotel operating expenses	1,316,150	1,596,989	2,469,262	2,363,154
Commission expense	516,833	260,583	656,743	427,250
Depreciation expense	3,527,581	2,972,130	6,769,866	5,893,067
Total operating expenses	12,159,844	11,049,483	24,221,850	20,912,251
Loss from operations	(9,474,309)	(8,685,724)	(19,429,791)	(16,633,173)
Other income (expense)
Interest expense, net	(921,392)	(1,004,419)	(2,134,933)	(1,959,727)
Amortization of discount on note payable	(1,122,324)	(1,164,613)	(2,478,298)	(2,398,727)
Change in fair value of warrant liability	2,423,000	26,315,888	7,173,000	(90,035,112)
(Loss) gain on extinguishment of debt			(148,472)	390,400
Total other income (expense)	379,284	24,146,856	2,411,297	(94,003,166)
Net (loss) income	(9,095,025)	15,461,132	(17,018,494)	(110,636,339)
Series B preferred stock dividends	(266,000)	(130,000)	(532,000)	(130,000)
Loss attributable to non-controlling interest	158,592	209,921	235,964	160,210
Net (loss) income attributable to HOFRE stockholders	$ (9,202,433)	$ 15,541,053	$ (17,314,530)	$ (110,606,129)
Net (loss) income per share, basic (in Dollars per share)	$ (0.08)	$ 0.16	$ (0.16)	$ (1.3)
Weighted average shares outstanding, basic (in Shares)	113,997,493	94,397,222	109,194,639	84,978,294
Net (loss) income per share, diluted (in Dollars per share)	$ (0.08)		$ (0.16)	$ (1.3)
Weighted average shares outstanding, diluted (in Shares)	113,997,493	107,353,272	109,194,639	84,978,294

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Series B Convertible Preferred stock	Series C Convertible Preferred stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Total Equity Attributable to HOFRE Stockholders	Non- controlling Interest	Total
Balance at Dec. 31, 2020			$ 6,410	$ 172,112,688	$ (6,840,871)	$ 165,278,227	$ (196,506)	$ 165,081,721
Balance (in Shares) at Dec. 31, 2020			64,091,266
Stock-based compensation on RSU and restricted stock awards				1,386,543		1,386,543		1,386,543
February 12, 2021 Capital Raise, net of offering costs			$ 1,224	27,560,774		27,561,998		27,561,998
February 12, 2021 Capital Raise, net of offering costs (in Shares)			12,244,897
February 18, 2021 Overallotment, net of offering costs			$ 184	4,184,814		4,184,998		4,184,998
February 18, 2021 Overallotment, net of offering costs (in Shares)			1,836,734
Exercise of Warrants			$ 1,601	73,570,976		73,572,577		73,572,577
Exercise of Warrants (in Shares)			16,005,411
Net income (loss)					(126,147,182)	(126,147,182)	49,711	(126,097,471)
Balance at Mar. 31, 2021			$ 9,419	278,815,795	(132,988,053)	145,837,161	(146,795)	145,690,366
Balance (in Shares) at Mar. 31, 2021			94,178,308
Balance at Dec. 31, 2020			$ 6,410	172,112,688	(6,840,871)	165,278,227	(196,506)	165,081,721
Balance (in Shares) at Dec. 31, 2020			64,091,266
Net income (loss)								(110,636,339)
Balance at Jun. 30, 2021	$ 2		$ 9,488	298,752,278	(117,447,000)	181,314,768	(356,716)	180,958,052
Balance (in Shares) at Jun. 30, 2021	15,200		94,872,068
Balance at Mar. 31, 2021			$ 9,419	278,815,795	(132,988,053)	145,837,161	(146,795)	145,690,366
Balance (in Shares) at Mar. 31, 2021			94,178,308
Stock-based compensation on RSU and restricted stock awards				1,620,149		1,620,149		1,620,149
Issuance of vested RSUs			$ 2	(2)
Issuance of vested RSUs (in Shares)			24,028
Exercise of Warrants			$ 67	3,116,338		3,116,405		3,116,405
Exercise of Warrants (in Shares)			669,732
Sale of Series B preferred stock and warrants	$ 2			15,199,998		15,200,000		15,200,000
Sale of Series B preferred stock and warrants (in Shares)	15,200
Preferred stock dividends					(130,000)	(130,000)		(130,000)
Net income (loss)					15,671,053	15,671,053	(209,921)	15,461,132
Balance at Jun. 30, 2021	$ 2		$ 9,488	298,752,278	(117,447,000)	181,314,768	(356,716)	180,958,052
Balance (in Shares) at Jun. 30, 2021	15,200		94,872,068
Balance at Dec. 31, 2021	$ 2		$ 9,756	305,117,091	(99,951,839)	205,175,010	(596,766)	204,578,244
Balance (in Shares) at Dec. 31, 2021	15,200		97,563,841
Stock-based compensation on RSU and restricted stock awards				1,287,695		1,287,695		1,287,695
Stock-based compensation - common stock awards			$ 3	28,497		28,500		28,500
Stock-based compensation - common stock awards (in Shares)			25,000
Issuance of restricted stock awards			$ 15	(15)
Issuance of restricted stock awards (in Shares)			152,971
Vesting of restricted stock units			$ 54	(54)
Vesting of restricted stock units (in Shares)			539,058
Sale of shares under ATM			$ 1,258	14,233,674		14,234,932		14,234,932
Sale of shares under ATM (in Shares)			12,581,986
Shares issued in connection with amendment of notes payable			$ 86	802,975		803,061		803,061
Shares issued in connection with amendment of notes payable (in Shares)			860,000
Warrants issued in connection with amendment of notes payable				1,088,515		1,088,515		1,088,515
Modification of Series C and Series D warrants				3,736,000		3,736,000		3,736,000
Preferred stock dividends					(266,000)	(266,000)		(266,000)
Exchange of Series B preferred stock for Series C preferred stock	$ (2)	$ 2
Exchange of Series B preferred stock for Series C preferred stock (in Shares)	(15,000)	15,000
Net income (loss)					(7,846,097)	(7,846,097)	(77,372)	(7,923,469)
Balance at Mar. 31, 2022		$ 2	$ 11,172	326,294,378	(108,063,936)	218,241,616	(674,138)	217,567,478
Balance (in Shares) at Mar. 31, 2022	200	15,000	111,722,856
Balance at Dec. 31, 2021	$ 2		$ 9,756	305,117,091	(99,951,839)	205,175,010	(596,766)	204,578,244
Balance (in Shares) at Dec. 31, 2021	15,200		97,563,841
Net income (loss)								(17,018,494)
Balance at Jun. 30, 2022		$ 2	$ 11,753	331,390,931	(117,266,369)	214,136,317	(832,730)	213,303,587
Balance (in Shares) at Jun. 30, 2022	200	15,000	117,527,249
Balance at Mar. 31, 2022		$ 2	$ 11,172	326,294,378	(108,063,936)	218,241,616	(674,138)	217,567,478
Balance (in Shares) at Mar. 31, 2022	200	15,000	111,722,856
Stock-based compensation on RSU and restricted stock awards				1,254,724		1,254,724		1,254,724
Issuance of restricted stock awards			$ 5	(5)
Issuance of restricted stock awards (in Shares)			44,197
Vesting of restricted stock units
Vesting of restricted stock units (in Shares)			2,319
Sale of shares under ATM			$ 563	3,747,719		3,748,282		3,748,282
Sale of shares under ATM (in Shares)			5,632,877
Shares issued in connection with amendment of notes payable			$ 13	75,406		75,419		75,419
Shares issued in connection with amendment of notes payable (in Shares)			125,000
Warrants issued in connection with amendment of notes payable				18,709		18,709		18,709
Preferred stock dividends					(266,000)	(266,000)		(266,000)
Net income (loss)					(8,936,433)	(8,936,433)	(158,592)	(9,095,025)
Balance at Jun. 30, 2022		$ 2	$ 11,753	$ 331,390,931	$ (117,266,369)	$ 214,136,317	$ (832,730)	$ 213,303,587
Balance (in Shares) at Jun. 30, 2022	200	15,000	117,527,249

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows From Operating Activities
Net loss	$ (17,018,494)	$ (110,636,339)
Adjustments to reconcile net loss to cash flows used in operating activities
Depreciation expense	6,769,866	5,893,067
Amortization of note discounts	2,478,298	2,398,727
Interest paid in kind	1,681,722	952,012
Loss (gain) on extinguishment of debt	148,472	(390,400)
Change in fair value of warrant liability	(7,173,000)	90,035,112
Stock-based compensation expense	2,570,919	3,006,692
Amortization of right of use asset	90,876
Accounts receivable	(370,525)	675,668
Prepaid expenses and other assets	1,430,448	(2,033,495)
Accounts payable and accrued expenses	8,196,272	(2,060,008)
Operating leases	9,215
Due to affiliates	1,777,542	178,436
Other liabilities	4,830,587	(275,640)
Net cash provided by (used in) operating activities	5,422,198	(12,256,168)
Cash Flows From Investing Activities
Additions to project development costs and property and equipment	(40,022,805)	(26,098,120)
Net cash used in investing activities	(40,022,805)	(26,098,120)
Cash Flows From Financing Activities
Proceeds from notes payable	20,714,311	6,000,000
Repayments of notes payable	(3,144,677)	(4,309,947)
Payment of financing costs	(210,032)	(15,000)
Proceeds from sale of Series B preferred stock and warrants		15,200,000
Proceeds from equity raises		31,746,996
Proceeds from exercise of warrants		23,346,870
Payment of Series B dividends	(300,000)
Proceeds from sale of common stock under ATM	17,983,214
Net cash provided by financing activities	35,042,816	71,968,919
Net increase in cash and restricted cash	442,209	33,614,631
Cash and restricted cash, beginning of year	17,388,040	40,053,461
Cash and restricted cash, end of period	17,830,249	73,668,092
Cash	10,615,810	61,908,208
Restricted Cash	7,214,439	11,759,884
Total cash and restricted cash	17,830,249	73,668,092
Supplemental disclosure of cash flow information
Cash paid during the year for interest	3,520,404	1,702,523
Cash paid for income taxes
Non-cash investing and financing activities
Project development cost acquired through accounts payable and accrued expenses, net	4,539,444	5,782,496
Settlement of warrant liability		53,342,112
Amendment of Series C warrant liability for equity classification	3,336,000
Amendment of Series C and D warrants	400,000
Initial value of right of use asset upon adoption of ASC 842	7,741,955
Accrued Series B preferred stock dividends	232,000	130,000
Amounts due to affiliate exchanged for note payable	850,000
Shares issued in connection with amendment of notes payable	803,061
Warrants issued in connection with amendment of notes payable	1,088,515
Shares issued in connection with issuance of notes payable	75,419
Warrants issued in connection with issuance of notes payable	$ 18,709

Organization and Nature of Busi

Organization and Nature of Business	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Organization and Nature of Business	Note 1: Organization and Nature of Business Organization and Nature of Business Hall of Fame Resort & Entertainment Company, a Delaware corporation (together with its subsidiaries, unless the context indicates otherwise, the “Company” or “HOFRE”), was incorporated in Delaware as GPAQ Acquisition Holdings, Inc., a wholly owned subsidiary of our legal predecessor, Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company. On July 1, 2020, the Company consummated a business combination with HOF Village, LLC, a Delaware limited liability company (“HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, GPAQ, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” The Company is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, the Company owns the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment, and media destination centered around the PFHOF’s campus. The Company is pursuing a differentiation strategy across three pillars, including destination-based assets, HOF Village Media Group, LLC (“Hall of Fame Village Media”), and gaming (including the fantasy football league in which the Company acquired a majority stake in 2020). The Company is located in the only tourism development district in the state of Ohio. The Company has entered into several agreements with PFHOF, an affiliate of the Company, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by government and quasi-governmental entities (see Note 9 for additional information). Under these agreements, the PFHOF and the lessor entities are entitled to use portions of the Hall of Fame Village powered by Johnson Controls on a direct-cost basis. COVID-19 Since 2020, the world has been impacted by the novel coronavirus (“COVID-19”) pandemic. The COVID-19 pandemic and measures to prevent its spread have impacted the Company’s business in a number of ways, most significantly with regard to a reduction in the number of events and attendance at events at Tom Benson Hall of Fame Stadium and ForeverLawn Sports Complex, which has also negatively impacted the Company’s ability to sell sponsorships. Further, the COVID-19 pandemic has caused a number of supply chain disruptions, which have negatively impacted the Company’s ability to obtain the materials needed to complete construction as well as increases in the costs of materials and labor. The continued impact of these disruptions and the ultimate extent of their adverse impact on the Company’s financial and operating results will continue to be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unpredictable duration and severity of the impacts of the COVID-19 pandemic, and among other things, the impact of governmental actions imposed in response to the COVID-19 pandemic as well as individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. Liquidity The Company has sustained recurring losses and negative cash flows from operations through June 30, 2022. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of June 30, 2022, the Company had approximately $11 million of unrestricted cash and cash equivalents and $7 million of restricted cash. On March 1, 2022, the Company and ErieBank agreed to extend the MKG DoubleTree Loan (as defined in Note 4) in principal amount of $15,300,000 to September 13, 2023. See Note 4, Notes Payable, for more information on this transaction. On March 1, 2022, the Company executed a series of transactions with affiliates of Industrial Realty Group, LLC, a Nevada limited liability company that is controlled by the Company’s director Stuart Lichter (“IRG”), and JKP Financial, LLC (“JKP”), whereby the IRG affiliates and JKP extended certain of the Company’s debt in aggregate principal amount of $22,853,831 to March 31, 2024. See Note 4, Notes Payable, for more information on this transaction. On June 16, 2022, the Company entered into a loan agreement with CH Capital Lending, LLC, which is an affiliate of the Company’s director Stuart Lichter (“CH Capital Lending”), whereby CH Capital Lending agreed to lend the Company $10,500,000. On June 16, 2022, the Company entered into a loan agreement with Stark Community Foundation, whereby Stark Community Foundation agreed to lend to the Company $5,000,000, of which $2,500,000 has been provided to the Company to date. See Stark Community Foundation Loan under Note 4, Notes Payable, for more information on this transaction. On July 1, 2022, the Company entered into an Energy Project Cooperative Agreement (the “EPC Agreement”) with Canton Regional Energy Special Improvement District, Inc., SPH Canton St, LLC, an affiliate of Stonehill Strategic Capital, LLC and City of Canton, Ohio. Under the EPC Agreement, the Company was provided $33,387,844 in Property Assessed Clean Energy (“PACE”) financing. See Note 12, Subsequent Events, for more information on this transaction. The Company believes that, as a result of the Company’s demonstrated historical ability to finance and refinance debt, the transactions described above and its current ongoing negotiations, it will have sufficient cash and future financing to meet its funding requirements over the next 12 months from the issuance of these unaudited condensed consolidated financial statements. Notwithstanding, the Company expects that it will need to raise additional financing to accomplish its development plan over the next several years. The Company is seeking to obtain additional funding through debt, construction lending, and equity financing. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2021, filed on March 14, 2022. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022. Consolidation The unaudited condensed consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). It may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company will cease to be an emerging growth company on January 30, 2023. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such an extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, stock-based compensation, and fair value of financial instruments (including the fair value of the Company’s warrant liability). Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) that are not indexed to its own stock as liabilities at fair value on the balance sheet under U.S. GAAP. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such Common Stock warrants. At that time, the portion of the warrant liability related to such Common Stock warrants will be reclassified to additional paid-in capital. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances as of June 30, 2022 and December 31, 2021 were $7,214,439 and $7,105,057, respectively. Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. As of June 30, 2022 and December 31, 2021, the Company has recorded an allowance for doubtful accounts of $2,125,000 and $0, respectively. Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue with Contracts with Customers, The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of non-fungible tokens. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying condensed consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying condensed consolidated balance sheet. Refer to Note 6 for more details. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods, and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling price of each component. Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2022 and December 31, 2021, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts incurred for penalties and interest during the three or six months ended June 30, 2022 and 2021. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified its United States tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2018 through 2021 remain subject to examination. Advertising The Company expenses all advertising and marketing costs as they are incurred and records them as “Operating expenses” on the Company’s condensed consolidated statements of operations. Total advertising and marketing costs for the three months ended June 30, 2022 and 2021 were $374,256 and $72,016, respectively and for the six months ended June 30, 2022 and 2021 were $399,346 and 347,874, respectively. Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall be expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing. Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s condensed consolidated balance sheet. The costs for each film or media will be expensed over the expected release period. Fair Value Measurement The Company follows FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the condensed consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, Warrant liabilities – Public Series A Warrants 1 $ 2,706,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 10,000 110,000 Warrant liabilities – Series B Warrants 3 444,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 3,160,000 $ 13,669,000 The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A Warrants”) are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement (“Series C Warrants”), for which there is no current market for these securities, and the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded appropriately. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (1,911,000 ) (100,000 ) (1,972,000 ) (3,190,000 ) (7,173,000 ) Fair value as of June 30, 2022 $ 2,706,000 $ 10,000 $ 444,000 $ - $ 3,160,000 On March 1, 2022, the Company and CH Capital Lending amended the Series C Warrants. The Amended and Restated Series C Warrants extend the term of the Series C Warrants to March 1, 2027. The exercise price of $1.40 per share was not modified, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The amendments also remove certain provisions that previously caused the Series C Warrants to be accounted for as a liability. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of June 30, 2022 and December 31, 2021 are as follows: June 30, 2022 March 1, December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 3.0 3.4 3.8 3.5 3.9 4.0 Stock price $ 0.59 $ 0.59 $ 1.01 $ 1.52 $ 1.52 $ 1.52 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 59.9 % 57.6 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 3.0 % 3.0 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 3,760,570 10,036,925 Value (per share) $ 0.005 $ 0.12 $ 0.33 $ 0.05 $ 0.64 $ 0.65 Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the periods. Diluted net income (loss) per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. For the three months ended June 30, 2021, the Company calculated net income per share, diluted, as follows: For the Three Months Ended June 30, Numerator for net income per share Net income attributable to common stock – basic $ 15,541,053 Reverse: change in fair value of warrant liabilities (15,025,888 ) Net income available to common stockholders – diluted $ 515,165 Denominator for net income per share Weighted average shares outstanding – basic 94,397,222 Unvested restricted stock awards 477,286 Unvested restricted stock units 3,220,972 Warrants to purchase shares of common stock, treasury method 9,257,792 Weighted average shares outstanding – diluted 107,353,272 Net income per share – basic $ 0.16 Net income per share – diluted $ 0.00 For the three and six months ended June 30, 2022, and for the six months ended June 30, 2021, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive and the calculations are presented on the accompanying condensed consolidated statements of operations. At June 30, 2022 and 2021, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Warrants to purchase shares of Common Stock 44,137,349 27,214,854 44,137,349 41,112,349 Unvested restricted stock awards 238,643 - 238,643 477,286 Unvested restricted stock units to be settled in shares of Common Stock 2,929,187 - 2,929,187 3,220,972 Shares of Common Stock issuable upon conversion of convertible notes 24,088,729 3,321,706 24,088,729 3,321,706 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 65,359 - 65,359 - Shares of Common Stock issuable upon conversion of Series C Preferred Stock 10,000,000 - 10,000,000 - Total potentially dilutive securities 81,459,267 30,536,560 81,459,267 48,132,313 Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, which is fiscal 2023 for us, with early adoption permitted. The Company adopted this ASU on January 1, 2022, which did not have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2022, and did so on a modified retrospective basis, without requiring any adjustments. Subsequent Events Subsequent events have been evaluated through August 11, 2022, the date the condensed consolidated financial statements were issued. Except for as disclosed in Notes 1 and 12, no other events have been identified requiring disclosure or recording.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 3: Property and Equipment Property and equipment consists of the following: Useful Life June 30, December 31, Land $ 4,186,090 $ 4,186,090 Land improvements 25 years 31,194,623 31,194,623 Building and improvements 15 to 39 years 206,307,167 192,384,530 Equipment 5 to 10 years 2,977,886 2,338,894 Property and equipment, gross 244,665,766 230,104,137 Less: accumulated depreciation (56,413,441 ) (49,643,575 ) Property and equipment, net $ 188,252,325 $ 180,460,562 Project development costs $ 158,722,100 $ 128,721,480 For the three months ended June 30, 2022 and 2021, the Company recorded depreciation expense of $3,527,581 and $2,972,130, respectively, and for the six months ended June 30, 2022 and 2021, of $6,769,866 and $5,893,067, respectively. For the six months ended June 30, 2022 and 2021, the Company incurred $42,920,667 and $18,626,781 of capitalized project development costs, respectively. Included in project development costs are film development costs of $464,000 and $464,000 as of June 30, 2022 and December 31, 2021, respectively.

Notes Payable, net

Notes Payable, net	6 Months Ended
	Jun. 30, 2022
Notes Payable, net [Abstract]
Notes Payable, net	Note 4: Notes Payable, net Notes payable, net consisted of the following at June 30, 2022: Gross Discount Net Interest Rate Maturity Date TIF loan $ 9,345,000 $ (1,583,943 ) $ 7,761,057 5.20 % 7/31/2048 Preferred equity loan 3,600,000 - 3,600,000 7.00 % Various City of Canton Loan 3,500,000 (5,925 ) 3,494,075 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 2,639,242 - 2,639,242 6.05 % 12/31/2022 JKP Capital Loan 8,733,428 (608,880 ) 8,124,548 12.00 % 3/31/2024 MKG DoubleTree Loan 15,300,000 - 15,300,000 6.55 % 9/13/2023 Convertible PIPE Notes 25,288,079 (9,663,632 ) 15,624,447 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (171,581 ) 2,498,419 3.85 % 5/15/2040 CH Capital Loan 8,462,640 (844,218 ) 7,618,422 12.00 % 3/31/2024 Constellation EME #2 4,005,064 - 4,005,064 5.93 % 4/30/2026 IRG Split Note 4,273,543 (334,615 ) 3,938,928 8.00 % 3/31/2024 JKP Split Note 4,273,543 (292,355 ) 3,981,188 8.00 % 3/31/2024 ErieBank Loan 17,039,912 (567,889 ) 16,472,023 5.75 % 6/15/2034 PACE Equity Loan 8,250,966 (276,713 ) 7,974,253 6.05 % 12/31/2046 PACE Equity CFP 27,586 (27,586 ) - 6.05 % 12/31/2046 CFP Loan 4,000,000 (101,611 ) 3,898,389 6.50 % 4/30/2023 Stark County Community Foundation 2,500,000 - 2,500,000 6.00 % 5/31/2029 CH Capital Bridge Loan 10,500,000 - 10,500,000 12.00 % 9/10/2022 Total $ 137,408,992 $ (14,478,948 ) $ 122,930,044 Notes payable, net consisted of the following at December 31, 2021: Gross Discount Net TIF loan $ 9,451,000 $ (1,611,476 ) $ 7,839,524 Preferred equity loan 3,600,000 - 3,600,000 City of Canton Loan 3,500,000 (6,509 ) 3,493,491 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 5,227,639 - 5,227,639 JKP Capital loan 6,953,831 - 6,953,831 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 Aquarian Mortgage Loan 7,400,000 (439,418 ) 6,960,582 Constellation EME #2 4,455,346 - 4,455,346 IRG Note 8,500,000 - 8,500,000 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196 During the three months ended June 30, 2022 and 2021, the Company recorded amortization of note discounts of $1,122,324 and $1,164,613, respectively, and for the six months ended June 30, 2022 and 2021, of $2,478,298 and $2,398,727, respectively. During the three months ended June 30, 2022 and 2021, the Company recorded paid-in-kind interest of $963,428 and $741,243, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded paid-in-kind interest of $1,681,722 and $952,012, respectively. Accrued Interest on Notes Payable As of June 30, 2022 and December 31, 2021, accrued interest on notes payable, were as follows: June 30, 2022 December 31, TIF loan $ 33,159 $ 22,208 Preferred equity loan 48,825 203,350 New Market/SCF 17,833 89,682 Constellation EME 13,142 - City of Canton Loan 1,484 5,979 JKP Capital Note - 1,251,395 Canton Cooperative Agreement 39,511 39,416 CH Capital Loan 55,652 - IRG Split Note 28,490 - JKP Split Note 28,490 - ErieBank Loan 31,910 26,706 PACE Equity Loan 284,242 30,824 Stark Community Foundation 5,834 - CH Capital Bridge Loan 38,000 - Total $ 626,572 $ 1,669,560 The amounts above were included in “accounts payable and accrued expenses” on the Company’s consolidated balance sheets. For more information on the notes payable above, please see Note 4 of the Company’s Annual Report on Form 10-K, as filed on March 14, 2022. JKP Capital Loan On June 24, 2020, HOF Village and HOFV Hotel II executed a loan evidenced by a promissory note (the “JKP Capital Loan”) in favor of JKP Financial, LLC (“JKP”) for the principal sum of $7,000,000. The JKP Capital Loan bears interest at a rate of 12% per annum and matured on December 2, 2021, on which date all unpaid principal and accrued and unpaid interest is due. The JKP Capital Loan is secured by the membership interests in HOFV Hotel II held by HOF Village. On March 1, 2022, the Company amended the JKP Capital Loan. The Second Amendment to JKP Capital Loan (i) revises the outstanding principal balance of the JKP Capital Loan to include interest that has accrued and has not been paid as of March 1, 2022, and (ii) extends the maturity of the JKP Capital Loan to March 31, 2024, and (iii) amends the JKP Capital Loan to be convertible into shares of Common Stock at a conversion price of $1.09 per share, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. As part of the consideration for the Second Amendment to JKP Capital Loan, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 280,000 shares of Common Stock to JKP and (ii) a Series F Warrant to purchase 1,000,000 shares of Common Stock to JKP. The Company accounted for this transaction as an extinguishment, given that a substantive conversion feature was added to the JKP Capital Loan. The Company recorded the relative fair value of the shares of Common Stock and Series F Warrants as a discount against the JKP Capital Loan. The following assumptions were used to calculate the fair value of Series F Warrants: Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.09 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 1,000,000 MKG DoubleTree Loan On September 14, 2020, the Company entered into a construction loan agreement with Erie Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, as lender. The Company has applied and been approved for a first mortgage loan for $15.3 million (“MKG DoubleTree Loan”) with a variable interest rate of 1.75% plus the prime commercial rate, at which no time can it drop below 5%, for the purpose of renovating the McKinley Grand Hotel in the City of Canton, Ohio. The initial maturity date is 18 months after the exercised loan date, March 13, 2022, and the agreement includes an extended maturity date of September 13, 2022, should HOFRE need more time with an extension fee of 0.1% of the then outstanding principal balance. The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year. On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an amendment to the MKG DoubleTree Loan with the Company’s director, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender, which extended the maturity to September 13, 2023. The Company accounted for this amendment as a modification, and expensed approximately $38,000 in loan modification costs. CH Capital Loan (formerly known as Aquarian Mortgage Loan) On December 1, 2020, the Company entered into a mortgage loan (the “Aquarian Mortgage Loan”) with Aquarian Credit Funding, LLC (“Aquarian”), as administrative agent and with Investors Heritage Life Insurance Company and Lincoln Benefit Life Company, as lenders, for $40,000,000 of gross proceeds. The Aquarian Mortgage Loan bears interest at 10% per annum. Upon the occurrence and during the continuance of an event of default, Aquarian may, at its option, take such action, without notice or demand, that Aquarian deems advisable to protect and enforce its rights against the Company, including declaring the debt to become immediately due and payable. On August 30, 2021, the Company and Aquarian amended the terms of the Aquarian Mortgage Loan whereby the Company paid $20 million to Lincoln Benefit Life Company. In accordance with such payment, Lincoln Benefit Life Company was removed as a lender and the aggregate principal of the Aquarian Mortgage Loan was reduced to $20 million as of September 30, 2021. The Company and Aquarian also agreed to extend the maturity date of the Aquarian Mortgage Loan to March 31, 2022. On December 15, 2021, the Company repaid approximately $13 million of the Aquarian Mortgage Loan. On March 1, 2022, CH Capital Lending purchased and acquired, the Company’s $7.4 million Aquarian Mortgage Loan (as thereafter amended and acquired by CH Capital Lending, the “CH Capital Loan”). On March 1, 2022, immediately after CH Capital Lending became the lender and administrative agent under the CH Capital Loan, the maturity date of the Term Loan was extended to March 31, 2024. Also under the amendment, the Term Loan was made convertible into shares of Common Stock at a conversion price of $1.50 per share, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. Certain current and historical fees and expenses were added to the principal amount of the CH Capital Loan so that the new principal amount is $8,347,839. The interest rate was increased from 10% to 12%. Of such 12% per annum interest: (i) 8% per annum shall be payable monthly and (ii) 4% per annum shall accumulate and be payable on the maturity date. As part of the consideration for the amendment: (i) the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (A) 330,000 shares of Common Stock to CH Capital Lending, and (B) a warrant to purchase 1,000,000 shares of Common Stock (“Series E Warrant”) to CH Capital Lending, (ii) the Company was required to, subject to approval of its board of directors, create a series of preferred stock, to be known as 7.00% Series C Convertible Preferred Stock (“Series C Preferred Stock”), and, upon the request of CH Capital Lending, exchange each share of the Company’s Series B Convertible Preferred Stock, that is held by CH Capital Lending for one share of Series C Preferred Stock, and (iii) the Company and CH Capital Lending amended and restated the Series C Warrants and Series D Warrants that the Company issued to CH Capital Lending. The Series E Warrants have an exercise price of $1.50 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Series E Warrants may be exercised from and after March 1, 2023, subject to certain terms and conditions set forth in the Series E Warrants. Unexercised Series E Warrants will expire on March 1, 2027. The Series E Warrants shall be cancelled without any further action on the part of the Company or the holder, in the event that the Company repays in full on or before March 1, 2023, the CH Capital Loan. The Company accounted for this transaction as an extinguishment, given that a substantive conversion feature was added to the CH Capital Loan. The Company recorded the relative fair value of the shares of Common Stock and Series E Warrants as a discount against the CH Capital Loan. The following assumptions were used to calculate the fair value of Series E Warrants: Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 1,000,000 IRG Note On November 23, 2021, the Company, and IRG entered into a promissory note (the “IRG Note”) pursuant to which IRG made a loan to the Company in the aggregate amount of $8,500,000. Interest will accrue on the outstanding balance of the Note at a rate of 8% per annum, compounded monthly. The Company will pay interest to IRG under the Note on the first day of each month, in arrears. The Note has a maturity date of June 30, 2022. On March 1, 2022, pursuant to an Assignment of Promissory Note, dated March 1, 2022, IRG assigned (a) a one-half (½) interest in the IRG Note to IRG (the “IRG Split Note”) and (b) a one-half (½) interest in the IRG Note to JKP (the “JKP Split Note”). See “IRG Split Note” and “JKP Split Note,” below. IRG Split Note On March 1, 2022, the Company entered into a First Amended and Restated Promissory Note with IRG, which amended and restated the IRG Split Note (the “Amended IRG Split Note). The Amended IRG Split Note extended the maturity to March 31, 2024. Under the Amended IRG Split Note, the principal and accrued interest are convertible into shares of Common Stock at a conversion price of $1.50 per share, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. The principal amount of the Amended IRG Split Note is $4,273,543. As part of the consideration for the Amended IRG Split Note, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 125,000 shares of Common Stock to IRG, LLC, and (ii) a Series E Warrant to purchase 500,000 shares of Common Stock to IRG. The Series E Warrants shall be cancelled without any further action on the part of the Company or the holder, in the event that the Company repays in full, on or before March 1, 2023, the Amended IRG Split Note. The Company accounted for this transaction as an extinguishment, given that a substantive conversion feature was added to the Amended IRG Split Note. The Company recorded the relative fair value of the shares of Common Stock and Series E Warrants as a discount against the JKP Capital Loan. The following assumptions were used to calculate the fair value of Series E Warrants: Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 500,000 JKP Split Note On March 1, 2022, the Company entered into a First Amended and Restated Promissory Note with JKP, which amended and restated the JKP Split Note (the “Amended JKP Split Note”). The Amended JKP Split Note extended the maturity to March 31, 2024. Under the Amended JKP Split Note, the principal and accrued interest are convertible into shares of Common Stock at a conversion price of $1.09 per share, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. The principal amount of the Amended JKP Split Note is $4,273,543. As part of the consideration for the Amended JKP Split Note, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 125,000 shares of Common Stock to JKP, and (ii) a Series F Warrant to purchase 500,000 shares of Common Stock to JKP. The Series F Warrants have an exercise price of $1.09 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Series F Note Warrants may be exercised from and after March 1, 2022, subject to certain terms and conditions set forth in the Series F Warrants. Unexercised Series F Warrants will expire on March 1, 2027. The Company accounted for this transaction as an extinguishment, given that a substantive conversion feature was added to the Amended JKP Split Note. The Company recorded the relative fair value of the shares of Common Stock and Series F Warrants as a discount against the Amended JKP Split Note. The following assumptions were used to calculate the fair value of Series F Warrants: Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.09 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 500,000 CFP Loan On April 27, 2022, Midwest Lender Fund, LLC, a limited liability company wholly owned by our director Stuart Lichter (“MLF”), loaned $4,000,000 (the “CFP Loan”) to HOF Village Center For Performance, LLC (“HOF Village CFP”). Interest accrues on the outstanding balance of the CFP Loan at 6.5% per annum, compounded monthly. The CFP Loan matures on April 30, 2023 or if HOF Village CFP exercises its extension option, April 30, 2024. The CFP Loan is secured by a mortgage encumbering the Center For Performance. As part of the consideration for making the Loan, on June 8, 2022, the Company issued to MLF: (A) 125,000 shares (the “Commitment Fee Shares”) of Common Stock, and (B) a warrant to purchase 125,000 shares of Common Stock (“Series G Warrants”). The exercise price of the Series G Warrants will be $1.50 per share. The Series G Warrants will become exercisable one year after issuance, subject to certain terms and conditions set forth in the Series G Warrants. Unexercised Series G Warrants will expire five years after issuance. The exercise price of the Series G Warrants will be subject to a weighted-average antidilution adjustment. The Company recorded the relative fair value of the shares of Common Stock and Series G Warrants as a discount against the CFP Loan. The following assumptions were used to calculate the fair value of Series G Warrants: Term (years) 5.0 Stock price $ 0.62 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 52.4 % Risk free interest rate 3.0 % Number of shares 125,000 PACE Financing On April 28, 2022, the City of Canton, in coordination with the Canton Regional Energy Special Improvement District, approved legislation that will enable the Company to receive $3,200,000 in Property Assessed Clean Energy (“PACE”) financing in conjunction with the implementation of various energy-efficient improvements at the Center for Performance. Through June 30, 2022, the Company received $27,586 on this financing. Stark Community Foundation Loan On June 16, 2022, the Company entered into a loan agreement with Stark pursuant to which Stark agreed to lend $5,000,000 to the Company. Of this amount, the Company borrowed $2,500,000 (the “SCF Loan”) through June 30, 2022. The interest rate applicable to the SCF Loan is 6.0% annum. Interest payments are paid annually on December 31 of each year. The SCF Loan is unsecured and matures on May 31, 2029. The Company may prepay the SCF Loan without penalty. Events of default under the loan include without limitation: (i) a payment default, (ii) the Company’s failure to complete the infrastructure development for Phase II on or before December 31, 2024, and (iii) the Company’s failure, following notice from Stark, to comply with any non-monetary covenant contained in the loan agreement. Upon the occurrence of an event of default under the Business Loan Agreement: (a) interest due will increase by 5% per annum; and (b) Stark may, at its option, declare the Company’s obligations under the Business Loan Agreement to be immediately due and payable. The loan agreement contains customary affirmative and negative covenants for this type of loan, including without limitation (i) affirmative covenants, including furnish Stark with such financial statements and other related information at such frequencies and in such detail as Stark may reasonably request and use all SCF Loan proceeds solely for the infrastructure development for the construction of Phase II, and (ii) negative covenants, including restrictions on additional indebtedness, prepayment of other indebtedness, transactions with related parties, additional liens, mergers and acquisitions, and standard prohibitions on change of control. CH Capital Bridge Loan On June 16, 2022, The Company and its subsidiaries HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers (the “Borrowers”), borrowed $10,500,000 (the “CH Capital Bridge Loan”) from CH Capital Lending. The CH Capital Bridge Loan is evidenced by a Promissory Note issued by the Borrowers to CH Capital Lending. Interest accrues on the Note at 12% per annum, compounded monthly. The maturity date of the Note is September 10, 2022. Borrowers have the right to prepay all or any portion of the principal amount of the Note at any time before the maturity date without penalty. Under the Note, the net proceeds of a financing that occurs after the date of the Note shall be used to prepay the Note. The Note is secured by: (i) a mortgage on real property on which the Company is building its Fan Engagement Zone (an 82,000-square-foot promenade located strategically within the campus footprint, which will include restaurants, retailers and experiential offerings) and (ii) a pledge and security interest in all of the membership interests of HOF Village Waterpark, LLC, and HOF Village Hotel I, LLC held by Newco, each of which is direct or indirect wholly-owned subsidiary of the Company. Upon the occurrence of an event of default under the Note, including without limitation Borrowers’ failure to pay, on or before the due date any amount owing to CH Capital Lending under the Note or Borrowers’ failure, following notice from CH Capital Lending, to comply with any non-monetary covenant contained in the CH Capital Bridge Loan, (i) interest due will increase by 5% per annum; and (ii) CH Capital Lending may, at its option, declare Borrowers’ obligations under the Note to be immediately due and payable. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of June 30, 2022 are as follows: For the years ending December 31, Amount 2022 (six months) $ 13,815,568 2023 16,889,801 2024 34,524,169 2025 31,051,820 2026 1,397,073 Thereafter 39,730,561 Total Gross Principal Payments $ 137,408,992 Less: Discount (14,478,948 ) Total Net Principal Payments $ 122,930,044 The Company has various debt covenants that require certain financial information to be met. If the Company does not meet the requirements of the debt covenants, the Company will be responsible for paying the full outstanding amount of the note immediately. As of June 30, 2022, the Company was in compliance with all relevant debt covenants.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 5: Stockholders’ Equity Authorized Capital On November 3, 2020, the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001. Series A Preferred Stock Designation On October 8, 2020, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the Series A Preferred Stock. The number of authorized shares of Series A Preferred Stock is 52,800. Series B Preferred Stock Designation On May 13, 2021, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the 7.00% Series B Preferred Stock (as defined below). The number of authorized shares of Series B Preferred Stock is 15,200. The Company had 200 and 15,200 shares of 7.00% Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding and 15,200 and 15,200 shares authorized as of June 30, 2022 and December 31, 2021, respectively. On the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Common Stock (the “Automatic Conversion”). At any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion (any such conversion, an “Optional Conversion”). 7.00% Series C Convertible Preferred Stock On March 28, 2022, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of its Series C Preferred Stock. The number of authorized shares of Series C Preferred Stock is 15,000. On March 28, 2022, in accordance with the previously announced Amendment Number 6 to Term Loan Agreement by and among the Company and CH Capital Lending, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with CH Capital Lending, pursuant to which the Company exchanged in a private placement (the “Private Placement”) each share of the Company’s Series B Convertible Preferred Stock, that is held by CH Capital Lending for one share of the Company’s Series C Preferred Stock, resulting in the issuance of 15,000 shares of Series C Preferred Stock to CH Capital Lending. The Series C Preferred Stock is convertible into shares of the Company’s common stock. The shares of Series B Preferred Stock exchanged, and the Series C Preferred Stock acquired, have an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment. 2020 Omnibus Incentive Plan On July 1, 2020, in connection with the closing of the Business Combination, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately upon the closing of the Business Combination. The 2020 Omnibus Incentive Plan was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of shares of Common Stock authorized for issuance under the 2020 Omnibus Incentive Plan was 1,812,727 shares. On June 2, 2021, the Company held its 2021 Annual Meeting whereby the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by four million the number of shares of Common Stock, that will be available for issuance under the 2020 Omnibus Incentive Plan, resulting in a maximum of 5,812,727 shares that can be issued under the amended 2020 Omnibus Inventive Plan. The amendment to the 2020 Omnibus Incentive Plan was previously approved by the Board of Directors of the Company, and the amended 2020 Omnibus Incentive Plan became effective on June 2, 2021. As of June 30, 2022, 2,154,595 shares remained available for issuance under the 2020 Omnibus Incentive Plan. Equity Distribution Agreement On September 30, 2021, the Company entered into an Equity Distribution Agreement with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50 million. From January 1 through June 30, 2022, approximately 18.2 million shares were sold resulting in net proceeds to the Company totaling approximately $17.9 million. The remaining availability under the Equity Distribution Agreement as of June 30, 2022 was approximately $28.1 million. Issuance of Restricted Stock Awards The Company’s activity in restricted Common Stock was as follows for the six months ended June 30, 2022: Number of shares Weighted Non–vested at January 1, 2022 238,643 $ 9.31 Granted 197,168 $ 1.19 Vested (197,168 ) $ 1.19 Non–vested at June 30, 2022 238,643 $ 9.31 For the three months ended June 30, 2022 and 2021, stock-based compensation related to restricted stock awards was $720,703 and $673,005, respectively, and for the six months ended June 30, 2022 and 2021, $1,453,460 and $1,227,551, respectively. As of June 30, 2022, unamortized stock-based compensation costs related to restricted share arrangements were $12,161 and will be recognized over a weighted average period of 0.1 years. Issuance of Restricted Stock Units During the six months ended June 30, 2022, the Company granted an aggregate of 1,836,668 Restricted Stock Units (“RSUs”) to its employees and directors , of which 522,541 were granted under the 2020 Omnibus Incentive Plan and 1,314,127 were granted as inducement awards. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $0.55 to $1.16 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant. The Company’s activity in RSUs was as follows for the six months ended June 30, 2022: Number of Weighted average Non–vested at January 1, 2022 2,207,337 $ 2.34 Granted 1,836,668 $ 0.95 Vested (541,377 ) $ 2.00 Forfeited (573,442 ) $ 2.50 Non–vested at June 30, 2022 2,929,186 $ 1.48 For the three months ended June 30, 2022 and 2021, the Company recorded $586,547 and $947,144, respectively, in employee and director stock-based compensation expense, and for the six months ended June 30, 2022 and 2021, $1,088,959 and $1,779,141, respectively. Employee and director stock-based compensation expense is a component of “Operating expenses” in the condensed consolidated statement of operations. As of June 30, 2022, unamortized stock-based compensation costs related to restricted stock units were $3,178,424 and will be recognized over a weighted average period of 1.1 years. Warrants The Company’s warrant activity was as follows for the six months ended June 30, 2022: Number of Shares Weighted Average Exercise Price (USD) Weighted Average Contractual Life (years) Intrinsic Value (USD) Outstanding - January 1, 2022 41,012,349 $ 7.82 3.59 Granted 3,125,000 $ 1.30 Outstanding – June 30, 2022 44,137,349 $ 7.36 3.36 $ - Exercisable – June 30, 2022 42,512,349 $ 7.59 3.31 $ - Amended and Restated Series C Warrants On March 1, 2022, in connection with the amendment to the IRG Split Note (as described in Note 4), the Company amended its Series C Warrants to extend the term of the Series C Warrants to March 1, 2027. The exercise price of $1.40 per share remains unchanged, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The amendments also remove certain provisions regarding fundamental transactions, which subsequently allowed the Series C Warrants to be derecognized as a liability and classified as equity. The Company accounted for this modification as a cost of the IRG Split Note, whereby the Company calculated the incremental fair value of the Series C Warrants and recorded them as a discount against the IRG Split Note. The following assumptions were used to calculate the fair value of Series C Warrants immediately before and after modification: Original Series C Modified Series C Term (years) 3.8 5.0 Stock price $ 1.01 $ 1.01 Exercise price $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % Expected volatility 54.7 % 50.8 % Risk free interest rate 1.5 % 1.5 % Number of shares 10,036,925 10,036,925 Aggregate fair value $ 3,336,000 $ 3,648,000 Amended and Restated Series D Warrants issue to CH Capital Lending On March 1, 2022, in connection with the amendment to the CH Capital Loan (as described in Note 4), the Company amended the Series D Warrants issued to CH Capital Lending to extend the term of such Series D Warrants to March 1, 2027. The exercise price of $6.90 per share remains unchanged, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The Company accounted for this modification as a cost of the CH Capital Loan, whereby the Company calculated the incremental fair value of the Series D Warrants and recorded them as a discount against the CH Capital Loan. The following assumptions were used to calculate the fair value of Series D Warrants immediately before and after modification: Original Series D Modified Series D Term (years) 2.3 5.0 Stock price $ 1.01 $ 1.01 Exercise price $ 6.90 $ 6.90 Dividend yield 0.0 % 0.0 % Expected volatility 63.5 % 50.8 % Risk free interest rate 1.3 % 1.6 % Number of shares 2,450,980 2,450,980 Aggregate fair value $ 50,000 $ 138,000

Sponsorship Revenue and Associa

Sponsorship Revenue and Associated Commitments	6 Months Ended
	Jun. 30, 2022
Sponsorship Revenue and Associated Commitments Disclosure [Abstract]
Sponsorship Revenue and Associated Commitments	Note 6: Sponsorship Revenue and Associated Commitments Johnson Controls, Inc. On July 2, 2020, the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Naming Rights Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. JCI has a right to terminate the Naming Rights Agreement if the Company does not provide evidence to JCI by October 31, 2021 that it has secured sufficient debt and equity financing to complete Phase II, or if Phase II is not open for business by January 2, 2024, in each case subject to day-for-day extension due to force majeure and a notice and cure period . Additionally, on October 9, 2020, Newco, entered into a Technology as a Service Agreement (the “TAAS Agreement”) with JCI. Pursuant to the TAAS Agreement, JCI will provide certain services related to the construction and development of the Hall of Fame Village powered by JCI (the “Project”), including, but not limited to, (i) design assist consulting, equipment sales and turn-key installation services in respect of specified systems to be constructed as part of Phase 2 and Phase 3 of the Project and (ii) maintenance and lifecycle services in respect of certain systems constructed as part of Phase 1, and to be constructed as part of Phase 2 and Phase 3, of the Project. Under the terms of the TAAS Agreement, Newco has agreed to pay JCI up to an aggregate of approximately $217 million for services rendered by JCI over the term of the TAAS Agreement. As of June 30, 2022 and December 31, 2021, approximately $195 million and $199 million, respectively, was remaining under the TAAS Agreement. As of June 30, 2022, scheduled future cash to be received under the Naming Rights Agreement is as follows: Unrestricted Activation Total 2022 (six months) $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 Thereafter 39,781,251 6,750,000 46,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Amended Sponsorship Agreement. During the three and six months ended June 30, 2021, the Company recognized $1,121,385 and $2,230,447, respectively, of net sponsorship revenue related to the Naming Rights Agreement. On May 10, 2022, the Company received from JCI a notice of termination (the “TAAS Notice”) of the TAAS Agreement effective immediately. The TAAS Notice states that termination of the TAAS Agreement by JCI is due to Newco’s alleged breach of its payment obligations. Additionally, JCI in the TAAS Notice demands the amount which is the sum of: (i) all past due payments and any other amounts owed by Newco under the TAAS Agreement; (ii) all commercially reasonable and documented subcontractor breakage and demobilization costs; and (iii) all commercially reasonable and documented direct losses incurred by JCI directly resulting from the alleged default by the Company and the exercise of JCI’s rights and remedies in respect thereof, including reasonable attorney fees. Also on May 10, 2022, the Company received from JCI a notice of termination (“Naming Rights Notice”) of the Name Rights Agreement, effective immediately. The Naming Rights Notice states that the termination of the Naming Rights Agreement by JCI is due to JCI’s concurrent termination of the TAAS Agreement. The Naming Rights Notice further states that the Company must pay JCI, within 30 days following the date of the Naming Rights Notice, $4,750,000. The Company has not made such payment to date. The Naming Rights Notice states that Newco is also in breach of its covenants and agreements, which require Newco to provide evidence reasonably satisfactory to JCI on or before October 31, 2021, subject to day-for-day extension due to force majeure, that Newco has secured sufficient debt and equity financing to complete Phase II. The Company disputes that it is in default under either the TAAS Agreement or the Naming Rights Agreement. The Company believes JCI is in breach of the Naming Rights Agreement and the TAAS Agreement due to their failure to make certain payments in accordance with the Naming Rights Agreement, and, on May 16, 2022, provided notice to JCI of these breaches. The Company is pursuing dispute resolution pursuant to the terms of the Naming Rights Agreement to simultaneously defend against JCI’s allegations and pursue its own claims. The ultimate outcome of this dispute cannot presently be determined. However, in management’s opinion, the likelihood of a material adverse outcome is remote. Accordingly, adjustments, if any, that might result from the resolution of this matter have not been reflected in the accompanying condensed consolidated financial statements. During the three and six months ended June 30, 2022, the Company suspended its revenue recognition until the dispute is resolved and has recorded an allowance against the amounts due as of June 30, 2022 in the amount of $2,125,000. The balances due under the Naming Rights Agreement as of June 30, 2022 and December 31, 2021 amounted to $4,010,417 and $1,885,417, respectively. Other Sponsorship Revenue The Company has additional revenue primarily from sponsorship programs that provide its sponsors with strategic opportunities to reach customers through our venue including advertising on our website. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement and can be for a single or multi-year term. These agreements provide sponsors various rights such as venue naming rights, signage within our venues, and advertising on our website and other benefits as detailed in the agreements. As of June 30, 2022, scheduled future cash to be received under the agreements, excluding the Johnson Controls Naming Rights Agreement, is as follows: Year ending December 31, 2022 (six months) $ 762,000 2023 2,744,220 2024 2,406,265 2025 2,317,265 2026 2,167,265 Thereafter 6,271,792 Total $ 16,668,807 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended June 30, 2022 and 2021, the Company recognized $452,772 and $1,508,402 of net sponsorship revenue, respectively, and for the six months ended June 30, 2022 and 2021, $1,272,062 and $2,983,838, respectively.

Other Commitments

Other Commitments	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Other Commitments	Note 7: Other Commitments Canton City School District The Company has entered into cooperative agreements with certain governmental entities that support the development of the project overall, where the Company is an active participant in the agreement activity, and the Company would benefit from the success of the activity. The Company had a commitment to the Canton City School District (“CCSD”) to provide a replacement for their Football Operations Center (“FOC”) and to construct a Heritage Project (“Heritage”). The commitment was defined in the Operations and Use Agreement for HOF Village Complex dated February 26, 2016. Lessor Commitments As of June 30, 2022, the Company’s Constellation Center for Excellence and retail facilities were partially leased including leases by the Company’s subsidiaries. The future minimum lease commitments under this lease, excluding leases of the Company’s subsidiaries, are as follows: Year ending December 31: 2022 (six months) $ 24,200 2023 246,761 2024 239,266 2025 233,183 2026 220,866 Thereafter 846,636 Total $ 1,810,912 Employment Agreements The Company has employment agreements with many of its key executive officers that usually have terms between one and three years. Management Agreement with Crestline Hotels & Resorts On October 22, 2019, the Company entered into a management agreement with Crestline Hotels & Resorts (“Crestline”). The Company appointed and engaged Crestline as the Company’s exclusive agent to supervise, direct, and control management and operation of the DoubleTree Canton Downtown Hotel. In consideration of the services performed by Crestline, the Company agreed to the greater of: 2% of gross revenues or $10,000 per month in base management fees and other operating expenses. The agreement will be terminated on the fifth anniversary of the commencement date, or October 22, 2024. For the three months ended June 30, 2022 and 2021, the Company paid and incurred $32,844 and $30,000, respectively in management fees, and for the six months ended June 30, 2022 and 2021, $62,844 and $60,000, respectively. Constellation EME Express Equipment Services Program On February 1, 2021, the Company entered into a contract with Constellation whereby Constellation will sell and/or deliver materials and equipment purchased by the Company. The Company is required to provide $2,000,000 to an escrow account held by Constellation, representing adequate assurance of future performance. Constellation will invoice the Company in 60 monthly installments, which began in April 2021 for $103,095. Additionally, the Company has two notes payable with Constellation. See Note 4 for more information. Other Liabilities Other liabilities consisted of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Activation fund reserves $ 3,629,085 $ 3,537,347 Deferred sponsorship revenue 3,387,224 203,278 Other liabilities 1,554,903 - Total $ 8,571,212 $ 3,740,625

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2022
Contingencies [Abstract]
Contingencies	Note 8: Contingencies During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company does not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition, or cash flows.

Related-Party Transactions

Related-Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Due to IRG Member $ 1,770,390 $ 1,041,847 Due to IRG Affiliate 116,900 116,900 Due to PFHOF 859,207 660,208 Total $ 2,746,497 $ 1,818,955 IRG Canton Village Member, LLC, a member of HOF Village, LLC controlled by our director Stuart Lichter (the “IRG Member”) and an affiliate, provides certain supporting services to the Company. As noted in the Operating Agreement of HOF Village, LLC, an affiliate of the IRG Member, IRG Canton Village Manager, LLC, the manager of HOF Village, LLC controlled by our director Stuart Lichter, may earn a master developer fee calculated as 4.0% of development costs incurred for the Hall of Fame Village powered by Johnson Controls, including, but not limited to site assembly, construction supervision, and project financing. These development costs incurred are netted against certain costs incurred for general project management. The due to related party amounts in the table above are non-interest bearing advances from an affiliate of IRG Member due on demand. The Company is currently in discussions with this affiliate to establish repayment terms of these advances. However, there could be no assurance that the Company and IRG Member will come to terms acceptable to both parties. On January 13, 2020, the Company secured $9.9 million in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures and to finance the construction of the Constellation Center for Excellence and other enhancements, as part of Phase II development. The Hanover Insurance Company provided a guarantee bond to guarantee the Company’s payment obligations under the financing, and Stuart Lichter and two trusts affiliated with Mr. Lichter have agreed to indemnify The Hanover Insurance Company for payments made under the guarantee bond. The amounts above due to PFHOF relate to advances to and from PFHOF, including costs for onsite sponsorship activation, sponsorship sales support, shared services, event tickets, and expense reimbursements. License Agreement On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenues and expenses. On December 11, 2018, the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033. Media License Agreement On November 11, 2019, the Company entered into a Media License Agreement with PFHOF. On July 1, 2020, the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. The first annual minimum payment was due July 1, 2021, which was not paid by December 31, 2021. On April 12, 2022, the Company and PFHOF terminated the Media License Agreement and entered into a new license agreement. Purchase of Real Property from PFHOF On February 3, 2021, the Company purchased certain parcels of real property from PFHOF, located at the site of the Hall of Fame Village powered by Johnson Controls, for $1.75 million. In connection with the purchase, the Company granted certain easements to PFHOF to ensure accessibility to the PFHOF museum. Shared Services Agreement with PFHOF On March 9, 2021, the Company entered into an additional Shared Services Agreement with PFHOF, which supplements the existing Shared Services Agreement by, among other things, providing for the sharing of costs for activities relating to shared services. Global License Agreement Effective April 8, 2022, Newco and PFHOF, entered into a Global License Agreement (the “Global License Agreement”). The Global License Agreement consolidates and replaces the First Amended and Restated License Agreement, the Amended and Restated Media License Agreement, and the Branding Agreement the parties had previously entered into. The Global License Agreement sets forth the terms under which PFHOF licenses certain marks and works to Newco and its affiliates to exploit existing PFHOF works and to create new works. The Global License Agreement grants Newco and its affiliates an exclusive right and license to use the PFHOF marks in conjunction with theme-based entertainment and attractions within the City of Canton, Ohio; youth sports programs, subject to certain exclusions; e-gaming and video games; and sports betting. The Global License Agreement also grants Newco and its affiliates a non-exclusive license to use the PFHOF marks and works in other areas of use, with a right of first refusal, subject to specified exclusions. The Global License Agreement acknowledges the existence of agreements in effect between PFHOF and certain third parties that provide for certain restrictions on the rights of PFHOF, which affects the rights that can be granted to Newco and its affiliates. These restrictions include, but are not limited to, such third parties having co-exclusive rights to exploit content based on the PFHOF enshrinement ceremonies and other enshrinement events. The Global License Agreement requires Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The Global License Agreement also provides for an additional license royalty payment by Newco to PFHOF for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through Newco’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. The Global License Agreement has an initial term through December 31, 2036, subject to automatic renewal for successive five-year terms, unless timely notice of non-renewal is provided by either party. The future minimum payments under this agreement as of June 30, 2022 are as follows: For the years ending December 31, Amount 2022 (six months) $ 581,250 2023 600,000 2024 600,000 2025 600,000 2026 600,000 Thereafter 7,350,000 Total Gross Principal Payments $ 10,331,250 During the three months ended June 30, 2022 and 2021, the Company paid $318,750 and $0 of the annual license fee, respectively, and for the six months ended June 30, 2022 and 2021, $318,750 and $0, respectively.

Concentrations

Concentrations	6 Months Ended
	Jun. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations	Note 10: Concentrations For the three months ended June 30, 2022, two customers represented approximately 65% and 28% of the Company’s sponsorship revenue. For the three months ended June 30, 2021, two customers represented approximately 47% and 12% of the Company’s sponsorship revenue. For the six months ended June 30, 2022, two customers represented approximately 45.7% and 19.5% of the Company’s sponsorship revenue. For the six months ended June 30, 2021, two customers represented approximately 74.8% and 19.5% of the Company’s sponsorship revenue. As of June 30, 2022, one customer represented approximately 85% of the Company’s sponsorship accounts receivable. As of December 31, 2021, one customer represented approximately 88% of the Company’s sponsorship accounts receivable. At any point in time, the Company can have funds in their operating accounts and restricted cash accounts that are with third-party financial institutions. These balances in the U.S. may exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors the cash balances in their operating accounts, these cash and restricted cash balances could be impacted if the underlying financial institutions fail or other adverse conditions in the financial markets occurs.

ROU Assets and Lease Liabilitie

ROU Assets and Lease Liabilities	6 Months Ended
	Jun. 30, 2022
ROU Assets And Lease Liabilities [Abstract]
ROU Assets and Lease Liabilities	Note 11: ROU Assets and Lease Liabilities The Company has entered into operating leases as the lessee primarily for ground leases under its stadium, sports complex, and parking facilities. On January 1, 2022 (“Effective Date”), the Company adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2022. As a result, the consolidated balance sheet as of December 31, 2021 was not restated and is not comparative. The adoption of ASC 842 resulted in the recognition of operating ROU assets of $7,741,946 and operating lease liabilities of $3,383,807 on the Company’s condensed consolidated balance sheet as of January 1, 2022. The initial recognition of the ROU asset included the reclassification of $4,358,139 of prepaid rent as of January 1, 2022. The Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2022, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently presented at amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating and finance leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the noncancelable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed periodically for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the shorter of the lease term or its useful life and interest expense determined on an amortized cost basis, with the lease payments allocated between a reduction of the lease liability and interest expense. The Company’s operating leases are comprised primarily of ground leases and equipment leases. Balance sheet information related to our leases is present below (ASC 842 was adopted on January 1, 2022): June 30, December 31, 2022 2021 Operating leases: Right-of-use assets $ 7,651,080 $ – Lease liability 3,404,682 – Finance leases: Right-of-use assets – – Lease liability – – Other information related to leases is presented below: Six Months Ended June 30, 2022 Operating lease cost $ 258,184 Other information: Operating cash flows from operating leases 158,083 Weighted-average remaining lease term – operating leases (in years) 92.03 Weighted-average discount rate – operating leases 10.0 % As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (six months) $ 167,035 2023 333,004 2024 311,900 2025 311,900 2026 311,900 Thereafter 41,436,900 Total future minimum lease payments, undiscounted 42,872,639 Less: imputed interest (39,467,957 ) Present value of future minimum lease payments $ 3,404,682

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 12: Subsequent Events PACE Financing On July 1, 2022, HOF Village Stadium, LLC (the “Lessee”), a wholly-owned subsidiary of the Company that leases the Tom Benson Hall of Fame Stadium (“Stadium”) from Stark County Port Authority, entered into the EPC Agreement with Canton Regional Energy Special Improvement District, Inc. (the “ESID”), SPH Canton St, LLC, an affiliate of Stonehill Strategic Capital, LLC (“Investor”), and City of Canton, Ohio. Under the EPC Agreement, the Investor provided $33,387,844 (the “Project Advance”) PACE financing to finance the costs of the special energy improvement projects at the Stadium described in the Canton Regional Energy Special Improvement District Project Plan that have been completed (as supplemented, the “Plan”). Of the Project Advance, $29,565,729 was disbursed to Lessee, $3,221,927 was retained by Investor as capitalized interest, and $600,187 was used to pay closing costs. Pursuant to the EPC Agreement, the Lessee agreed to make special assessment payments in an aggregate amount that will provide revenues sufficient to repay the Project Advance plus interest and certain costs (the “Special Assessments”). The Special Assessments have been levied in the amounts necessary to amortize the Project Advance, together with interest at the annual rate of 6.0% and a $6,542 semi-annual administrative fee to the ESID over 50 semi-annual payments of $1,314,913 to be collected beginning approximately on January 31, 2024 and continuing through approximately July 31, 2048. In connection with entering into the EPC Agreement, the Company obtained the consent and agreement of Cuyahoga River Capital LLC (“CRC”), pursuant to an agreement, dated June 27, 2022 (the “Consent Agreement”). CRC holds 100% of the interest in the Development Finance Authority of Summit County Tax-Exempt Development Revenue Bonds, Series 2018 (Hall of Fame Village - Stadium and Youth Fields TIF Project), issued in the original principal amount of $10,030,000 the “Series 2018 Bonds”). Pursuant to the Consent Agreement, upon the closing of the EPC Agreement the Company deposited $9,895,197 into a bank account at The Huntington National Bank (“Huntington”) subject to a deposit account control agreement (the “DACA”) executed by Huntington and CRC as secured party (the “Pledged Account”). Under the Consent Agreement, in the event the Series 2018 Bonds are outstanding on December 29, 2022, the Company will repurchase the Series 2018 Bonds. The Company granted CRC a lien on the Pledged Account to secure the Company’s obligations under the Consent Agreement. In the event the Series 2018 Bonds are redeemed and/or defeased prior to December 29, 2022, upon such redemption or defeasance the Consent Agreement shall automatically terminate, and CRC shall instruct Huntington to release the DACA. CH Capital Loan Amendment On August 5, 2022, the Company and CH Capital amended the CH Capital Loan to increase the principal amount of the loan to reflect (a) certain legal and other fees incurred as part of the previous amendment on March 1, 2022; and (b) to reflect paid-in-kind interest through July 31, 2022. The amount of the principal was increased to $8,751,763. Sports Betting Agreements On July 14, 2022, Newco entered into an Online Market Access Agreement with Instabet, Inc. (“Instabet”), pursuant to which Instabet will serve as a Mobile Management Services Provider (as defined under applicable Ohio gaming law) wherein Instabet will host, operate and support a branded online sports betting service in Ohio, subject to procurement of all necessary licenses. The initial term of the Online Market Access Agreement is ten years. As part of this agreement, Newco will receive a limited equity interest in Instabet and certain revenue sharing, along with the opportunity for sponsorship and cross-marketing. On July 29, 2022, Newco entered into a Retail Sports Gaming Services Agreement with RSI OH, LLC, (“RSI”), pursuant to which RSI will serve as a land-based Management Services Provider (as defined under applicable Ohio gaming law) wherein RSI will operate a retail sports betting location in the Fan Engagement Zone at the Hall of Fame Village, subject to procurement of all necessary licenses. The initial term of the Retail Sports Gaming Services Agreement is ten years. As part of this agreement, Newco will receive sponsorship fees and certain revenue sharing.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2021, filed on March 14, 2022. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022.
Consolidation	Consolidation The unaudited condensed consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). It may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company will cease to be an emerging growth company on January 30, 2023. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such an extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, stock-based compensation, and fair value of financial instruments (including the fair value of the Company’s warrant liability). Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) that are not indexed to its own stock as liabilities at fair value on the balance sheet under U.S. GAAP. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such Common Stock warrants. At that time, the portion of the warrant liability related to such Common Stock warrants will be reclassified to additional paid-in capital.
Cash and Restricted Cash	Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2022 and December 31, 2021, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances as of June 30, 2022 and December 31, 2021 were $7,214,439 and $7,105,057, respectively.
Accounts Receivable	Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. As of June 30, 2022 and December 31, 2021, the Company has recorded an allowance for doubtful accounts of $2,125,000 and $0, respectively.
Revenue Recognition	Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue with Contracts with Customers, The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of non-fungible tokens. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying condensed consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying condensed consolidated balance sheet. Refer to Note 6 for more details. Revenue for rents, cost recoveries, and events are recognized at the time the respective event or service has been performed. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales, and other ancillary goods and services (e.g., parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods, and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling price of each component.
Income Taxes	Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2022 and December 31, 2021, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts incurred for penalties and interest during the three or six months ended June 30, 2022 and 2021. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified its United States tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2018 through 2021 remain subject to examination.
Advertising	Advertising The Company expenses all advertising and marketing costs as they are incurred and records them as “Operating expenses” on the Company’s condensed consolidated statements of operations. Total advertising and marketing costs for the three months ended June 30, 2022 and 2021 were $374,256 and $72,016, respectively and for the six months ended June 30, 2022 and 2021 were $399,346 and 347,874, respectively.
Software Development Costs	Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall be expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing.
Film and Media Costs	Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s condensed consolidated balance sheet. The costs for each film or media will be expensed over the expected release period.
Fair Value Measurement	Fair Value Measurement The Company follows FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the condensed consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, 2022 December 31, Warrant liabilities – Public Series A Warrants 1 $ 2,706,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 10,000 110,000 Warrant liabilities – Series B Warrants 3 444,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 3,160,000 $ 13,669,000 The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A Warrants”) are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement (“Series C Warrants”), for which there is no current market for these securities, and the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded appropriately.
Subsequent measurement	Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (1,911,000 ) (100,000 ) (1,972,000 ) (3,190,000 ) (7,173,000 ) Fair value as of June 30, 2022 $ 2,706,000 $ 10,000 $ 444,000 $ - $ 3,160,000 On March 1, 2022, the Company and CH Capital Lending amended the Series C Warrants. The Amended and Restated Series C Warrants extend the term of the Series C Warrants to March 1, 2027. The exercise price of $1.40 per share was not modified, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The amendments also remove certain provisions that previously caused the Series C Warrants to be accounted for as a liability. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of June 30, 2022 and December 31, 2021 are as follows: June 30, 2022 March 1, December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 3.0 3.4 3.8 3.5 3.9 4.0 Stock price $ 0.59 $ 0.59 $ 1.01 $ 1.52 $ 1.52 $ 1.52 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 59.9 % 57.6 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 3.0 % 3.0 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 3,760,570 10,036,925 Value (per share) $ 0.005 $ 0.12 $ 0.33 $ 0.05 $ 0.64 $ 0.65
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the periods. Diluted net income (loss) per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. For the three months ended June 30, 2021, the Company calculated net income per share, diluted, as follows: For the Three Months Ended June 30, Numerator for net income per share Net income attributable to common stock – basic $ 15,541,053 Reverse: change in fair value of warrant liabilities (15,025,888 ) Net income available to common stockholders – diluted $ 515,165 Denominator for net income per share Weighted average shares outstanding – basic 94,397,222 Unvested restricted stock awards 477,286 Unvested restricted stock units 3,220,972 Warrants to purchase shares of common stock, treasury method 9,257,792 Weighted average shares outstanding – diluted 107,353,272 Net income per share – basic $ 0.16 Net income per share – diluted $ 0.00 For the three and six months ended June 30, 2022, and for the six months ended June 30, 2021, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive and the calculations are presented on the accompanying condensed consolidated statements of operations. At June 30, 2022 and 2021, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Warrants to purchase shares of Common Stock 44,137,349 27,214,854 44,137,349 41,112,349 Unvested restricted stock awards 238,643 - 238,643 477,286 Unvested restricted stock units to be settled in shares of Common Stock 2,929,187 - 2,929,187 3,220,972 Shares of Common Stock issuable upon conversion of convertible notes 24,088,729 3,321,706 24,088,729 3,321,706 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 65,359 - 65,359 - Shares of Common Stock issuable upon conversion of Series C Preferred Stock 10,000,000 - 10,000,000 - Total potentially dilutive securities 81,459,267 30,536,560 81,459,267 48,132,313
Recent Accounting Standards	Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from leases. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, which is fiscal 2023 for us, with early adoption permitted. The Company adopted this ASU on January 1, 2022, which did not have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2022, and did so on a modified retrospective basis, without requiring any adjustments.
Subsequent Events	Subsequent Events Subsequent events have been evaluated through August 11, 2022, the date the condensed consolidated financial statements were issued. Except for as disclosed in Notes 1 and 12, no other events have been identified requiring disclosure or recording.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of financial liabilities measured on a recurring basis and reported at fair value	Level June 30, 2022 December 31, Warrant liabilities – Public Series A Warrants 1 $ 2,706,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 10,000 110,000 Warrant liabilities – Series B Warrants 3 444,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 3,160,000 $ 13,669,000
Schedule of changes in fair value of the warrant liabilities	Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (1,911,000 ) (100,000 ) (1,972,000 ) (3,190,000 ) (7,173,000 ) Fair value as of June 30, 2022 $ 2,706,000 $ 10,000 $ 444,000 $ - $ 3,160,000
Schedule of black scholes valuation model for the Level 3 valuations	June 30, 2022 March 1, December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 3.0 3.4 3.8 3.5 3.9 4.0 Stock price $ 0.59 $ 0.59 $ 1.01 $ 1.52 $ 1.52 $ 1.52 Exercise price $ 11.50 $ 1.40 $ 1.40 $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 59.9 % 57.6 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 3.0 % 3.0 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 2,103,573 3,760,570 10,036,925 2,103,573 3,760,570 10,036,925 Value (per share) $ 0.005 $ 0.12 $ 0.33 $ 0.05 $ 0.64 $ 0.65
Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share	For the Three Months Ended June 30, Numerator for net income per share Net income attributable to common stock – basic $ 15,541,053 Reverse: change in fair value of warrant liabilities (15,025,888 ) Net income available to common stockholders – diluted $ 515,165 Denominator for net income per share Weighted average shares outstanding – basic 94,397,222 Unvested restricted stock awards 477,286 Unvested restricted stock units 3,220,972 Warrants to purchase shares of common stock, treasury method 9,257,792 Weighted average shares outstanding – diluted 107,353,272 Net income per share – basic $ 0.16 Net income per share – diluted $ 0.00
Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share	For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Warrants to purchase shares of Common Stock 44,137,349 27,214,854 44,137,349 41,112,349 Unvested restricted stock awards 238,643 - 238,643 477,286 Unvested restricted stock units to be settled in shares of Common Stock 2,929,187 - 2,929,187 3,220,972 Shares of Common Stock issuable upon conversion of convertible notes 24,088,729 3,321,706 24,088,729 3,321,706 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 65,359 - 65,359 - Shares of Common Stock issuable upon conversion of Series C Preferred Stock 10,000,000 - 10,000,000 - Total potentially dilutive securities 81,459,267 30,536,560 81,459,267 48,132,313

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Useful Life June 30, December 31, Land $ 4,186,090 $ 4,186,090 Land improvements 25 years 31,194,623 31,194,623 Building and improvements 15 to 39 years 206,307,167 192,384,530 Equipment 5 to 10 years 2,977,886 2,338,894 Property and equipment, gross 244,665,766 230,104,137 Less: accumulated depreciation (56,413,441 ) (49,643,575 ) Property and equipment, net $ 188,252,325 $ 180,460,562 Project development costs $ 158,722,100 $ 128,721,480

Notes Payable, net (Tables)

Notes Payable, net (Tables)	6 Months Ended
	Jun. 30, 2022
Notes Payable, net [Abstract]
Schedule of notes payable, net	Gross Discount Net Interest Rate Maturity Date TIF loan $ 9,345,000 $ (1,583,943 ) $ 7,761,057 5.20 % 7/31/2048 Preferred equity loan 3,600,000 - 3,600,000 7.00 % Various City of Canton Loan 3,500,000 (5,925 ) 3,494,075 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 2,639,242 - 2,639,242 6.05 % 12/31/2022 JKP Capital Loan 8,733,428 (608,880 ) 8,124,548 12.00 % 3/31/2024 MKG DoubleTree Loan 15,300,000 - 15,300,000 6.55 % 9/13/2023 Convertible PIPE Notes 25,288,079 (9,663,632 ) 15,624,447 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (171,581 ) 2,498,419 3.85 % 5/15/2040 CH Capital Loan 8,462,640 (844,218 ) 7,618,422 12.00 % 3/31/2024 Constellation EME #2 4,005,064 - 4,005,064 5.93 % 4/30/2026 IRG Split Note 4,273,543 (334,615 ) 3,938,928 8.00 % 3/31/2024 JKP Split Note 4,273,543 (292,355 ) 3,981,188 8.00 % 3/31/2024 ErieBank Loan 17,039,912 (567,889 ) 16,472,023 5.75 % 6/15/2034 PACE Equity Loan 8,250,966 (276,713 ) 7,974,253 6.05 % 12/31/2046 PACE Equity CFP 27,586 (27,586 ) - 6.05 % 12/31/2046 CFP Loan 4,000,000 (101,611 ) 3,898,389 6.50 % 4/30/2023 Stark County Community Foundation 2,500,000 - 2,500,000 6.00 % 5/31/2029 CH Capital Bridge Loan 10,500,000 - 10,500,000 12.00 % 9/10/2022 Total $ 137,408,992 $ (14,478,948 ) $ 122,930,044 Gross Discount Net TIF loan $ 9,451,000 $ (1,611,476 ) $ 7,839,524 Preferred equity loan 3,600,000 - 3,600,000 City of Canton Loan 3,500,000 (6,509 ) 3,493,491 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 5,227,639 - 5,227,639 JKP Capital loan 6,953,831 - 6,953,831 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 Aquarian Mortgage Loan 7,400,000 (439,418 ) 6,960,582 Constellation EME #2 4,455,346 - 4,455,346 IRG Note 8,500,000 - 8,500,000 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196
Schedule of accrued interest on notes payable	June 30, 2022 December 31, TIF loan $ 33,159 $ 22,208 Preferred equity loan 48,825 203,350 New Market/SCF 17,833 89,682 Constellation EME 13,142 - City of Canton Loan 1,484 5,979 JKP Capital Note - 1,251,395 Canton Cooperative Agreement 39,511 39,416 CH Capital Loan 55,652 - IRG Split Note 28,490 - JKP Split Note 28,490 - ErieBank Loan 31,910 26,706 PACE Equity Loan 284,242 30,824 Stark Community Foundation 5,834 - CH Capital Bridge Loan 38,000 - Total $ 626,572 $ 1,669,560
Schedule of fair value of warrants	Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.09 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 1,000,000 Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 1,000,000 Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 500,000 Term (years) 5.0 Stock price $ 1.01 Exercise price $ 1.09 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Number of shares 500,000 Term (years) 5.0 Stock price $ 0.62 Exercise price $ 1.50 Dividend yield 0.0 % Expected volatility 52.4 % Risk free interest rate 3.0 % Number of shares 125,000
Schedule of principal payments on notes payable outstanding	For the years ending December 31, Amount 2022 (six months) $ 13,815,568 2023 16,889,801 2024 34,524,169 2025 31,051,820 2026 1,397,073 Thereafter 39,730,561 Total Gross Principal Payments $ 137,408,992 Less: Discount (14,478,948 ) Total Net Principal Payments $ 122,930,044

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of restricted common stock	Number of shares Weighted Non–vested at January 1, 2022 238,643 $ 9.31 Granted 197,168 $ 1.19 Vested (197,168 ) $ 1.19 Non–vested at June 30, 2022 238,643 $ 9.31
Schedule of restricted stock units	Number of Weighted average Non–vested at January 1, 2022 2,207,337 $ 2.34 Granted 1,836,668 $ 0.95 Vested (541,377 ) $ 2.00 Forfeited (573,442 ) $ 2.50 Non–vested at June 30, 2022 2,929,186 $ 1.48
Schedule of warrant activity	Number of Shares Weighted Average Exercise Price (USD) Weighted Average Contractual Life (years) Intrinsic Value (USD) Outstanding - January 1, 2022 41,012,349 $ 7.82 3.59 Granted 3,125,000 $ 1.30 Outstanding – June 30, 2022 44,137,349 $ 7.36 3.36 $ - Exercisable – June 30, 2022 42,512,349 $ 7.59 3.31 $ -
Schedule of fair value of Warrants	Original Series C Modified Series C Term (years) 3.8 5.0 Stock price $ 1.01 $ 1.01 Exercise price $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % Expected volatility 54.7 % 50.8 % Risk free interest rate 1.5 % 1.5 % Number of shares 10,036,925 10,036,925 Aggregate fair value $ 3,336,000 $ 3,648,000 Original Series D Modified Series D Term (years) 2.3 5.0 Stock price $ 1.01 $ 1.01 Exercise price $ 6.90 $ 6.90 Dividend yield 0.0 % 0.0 % Expected volatility 63.5 % 50.8 % Risk free interest rate 1.3 % 1.6 % Number of shares 2,450,980 2,450,980 Aggregate fair value $ 50,000 $ 138,000

Sponsorship Revenue and Assoc_2

Sponsorship Revenue and Associated Commitments (Tables)	6 Months Ended
	Jun. 30, 2022
Sponsorship Revenue And Associated Commitments [Abstract]
Schedule of future cash to be received under the agreement	Unrestricted Activation Total 2022 (six months) $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 Thereafter 39,781,251 6,750,000 46,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251
Schedule of future cash to be received the agreements johnson controls naming rights agreement	2022 (six months) $ 762,000 2023 2,744,220 2024 2,406,265 2025 2,317,265 2026 2,167,265 Thereafter 6,271,792 Total $ 16,668,807

Other Commitments (Tables)

Other Commitments (Tables)	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries	2022 (six months) $ 24,200 2023 246,761 2024 239,266 2025 233,183 2026 220,866 Thereafter 846,636 Total $ 1,810,912
Schedule of other liabilities	June 30, December 31, Activation fund reserves $ 3,629,085 $ 3,537,347 Deferred sponsorship revenue 3,387,224 203,278 Other liabilities 1,554,903 - Total $ 8,571,212 $ 3,740,625

Related-Party Transactions (Tab

Related-Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Schedule of due to affiliates	June 30, December 31, Due to IRG Member $ 1,770,390 $ 1,041,847 Due to IRG Affiliate 116,900 116,900 Due to PFHOF 859,207 660,208 Total $ 2,746,497 $ 1,818,955
Schedule of future minimum payments under this agreement	For the years ending December 31, Amount 2022 (six months) $ 581,250 2023 600,000 2024 600,000 2025 600,000 2026 600,000 Thereafter 7,350,000 Total Gross Principal Payments $ 10,331,250

ROU Assets and Lease Liabilit_2

ROU Assets and Lease Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
ROU Assets And Lease Liabilities [Abstract]
Schedule of operating leases	June 30, December 31, 2022 2021 Operating leases: Right-of-use assets $ 7,651,080 $ – Lease liability 3,404,682 – Finance leases: Right-of-use assets – – Lease liability – –
Schedule of information related to leases	Six Months Ended June 30, 2022 Operating lease cost $ 258,184 Other information: Operating cash flows from operating leases 158,083 Weighted-average remaining lease term – operating leases (in years) 92.03 Weighted-average discount rate – operating leases 10.0 %
Schedule of annual minimum lease payments of our operating lease liabilities	For The Years Ending December 31, 2022 (six months) $ 167,035 2023 333,004 2024 311,900 2025 311,900 2026 311,900 Thereafter 41,436,900 Total future minimum lease payments, undiscounted 42,872,639 Less: imputed interest (39,467,957 ) Present value of future minimum lease payments $ 3,404,682

Organization and Nature of Bu_2

Organization and Nature of Business (Details) - USD ($)					6 Months Ended
	Mar. 31, 2024	Sep. 13, 2023	Jul. 01, 2022	Jun. 16, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Organization and Nature of Business (Details) [Line Items]
Agreement rights, description					The Company has entered into several agreements with PFHOF, an affiliate of the Company, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by government and quasi-governmental entities (see Note 9 for additional information).
Unrestricted cash and cash equivalents					$ 10,615,810	$ 10,282,983	$ 61,908,208
Restricted cash					7,214,439	$ 7,105,057	$ 11,759,884
Energy project cooperative agreement description			the Company entered into an Energy Project Cooperative Agreement (the “EPC Agreement”) with Canton Regional Energy Special Improvement District, Inc., SPH Canton St, LLC, an affiliate of Stonehill Strategic Capital, LLC and City of Canton, Ohio. Under the EPC Agreement, the Company was provided $33,387,844 in Property Assessed Clean Energy (“PACE”) financing. See Note 12, Subsequent Events, for more information on this transaction.
Liquidity [Member]
Organization and Nature of Business (Details) [Line Items]
Unrestricted cash and cash equivalents					11,000,000
Restricted cash					$ 7,000,000
Forecast [Member]
Organization and Nature of Business (Details) [Line Items]
Principal amount	$ 22,853,831	$ 15,300,000
CH Capital Lending [Member]
Organization and Nature of Business (Details) [Line Items]
Loan agreement description				On June 16, 2022, the Company entered into a loan agreement with CH Capital Lending, LLC, which is an affiliate of the Company’s director Stuart Lichter (“CH Capital Lending”), whereby CH Capital Lending agreed to lend the Company $10,500,000.
Stark Community Foundation [Member]
Organization and Nature of Business (Details) [Line Items]
Loan agreement description				the Company entered into a loan agreement with Stark Community Foundation, whereby Stark Community Foundation agreed to lend to the Company $5,000,000, of which $2,500,000 has been provided to the Company to date. See Stark Community Foundation Loan under Note 4, Notes Payable, for more information on this transaction.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 01, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted cash		$ 7,214,439		$ 7,214,439		$ 7,105,057
Allowance for doubtful accounts		2,125,000		2,125,000		$ 0
Advertising and marketing costs		$ 374,256	$ 72,016	$ 399,346	$ 347,874
Exercise price (in Dollars per share)				$ 1.4
Right of use asset	$ 7,700,000
Lease liability	3,400,000
Prepaid rent	$ 4,358,139
Mountaineer GM, LLC [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage		60%		60%
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock price per share (in Dollars per share)		$ 0.0001		$ 0.0001

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured on a recurring basis and reported at fair value - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of aggregate warrant liabilities	$ 3,160,000	$ 13,669,000
Level 1 [Member] | Public Series A Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	2,706,000	4,617,000
Level 3 [Member] | Private Series A Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	10,000	110,000
Level 3 [Member] | Series B Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	444,000	2,416,000
Level 3 [Member] | Series C Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities		$ 6,526,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities	6 Months Ended
	Jun. 30, 2022 USD ($)
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items]
Fair value as of beginning balance	$ 13,669,000
Amendment of warrants to equity classification	(3,336,000)
Change in fair value	(7,173,000)
Fair value as of ending balance	3,160,000
Public Series A Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items]
Fair value as of beginning balance	4,617,000
Amendment of warrants to equity classification
Change in fair value	(1,911,000)
Fair value as of ending balance	2,706,000
Private Series A Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items]
Fair value as of beginning balance	110,000
Amendment of warrants to equity classification
Change in fair value	(100,000)
Fair value as of ending balance	10,000
Series B Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items]
Fair value as of beginning balance	2,416,000
Amendment of warrants to equity classification
Change in fair value	(1,972,000)
Fair value as of ending balance	444,000
Series C Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items]
Fair value as of beginning balance	6,526,000
Amendment of warrants to equity classification	(3,336,000)
Change in fair value	(3,190,000)
Fair value as of ending balance

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of black scholes valuation model for the Level 3 valuations - $ / shares		6 Months Ended	12 Months Ended
	Mar. 01, 2022	Jun. 30, 2022	Dec. 31, 2021
Private Series A Warrants [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Term (years)		3 years	3 years 6 months
Stock price		$ 0.59	$ 1.52
Exercise price		$ 11.5	$ 11.5
Dividend yield		0%	0%
Expected volatility		59.90%	50.60%
Risk free interest rate		3%	1.30%
Number of shares		2,103,573	2,103,573
Value (per share)		$ 0.005	$ 0.05
Series B Warrants [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Term (years)		3 years 4 months 24 days	3 years 10 months 24 days
Stock price		$ 0.59	$ 1.52
Exercise price		$ 1.4	$ 1.4
Dividend yield		0%	0%
Expected volatility		57.60%	50.60%
Risk free interest rate		3%	1.30%
Number of shares		3,760,570	3,760,570
Value (per share)		$ 0.12	$ 0.64
Series C Warrants [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Term (years)	3 years 9 months 18 days		4 years
Stock price	$ 1.01		$ 1.52
Exercise price	$ 1.4		$ 1.4
Dividend yield	0%		0%
Expected volatility	54.70%		50.60%
Risk free interest rate	1.50%		1.30%
Number of shares	10,036,925		10,036,925
Value (per share)	$ 0.33		$ 0.65

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of net income per share, diluted	3 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Numerator for net income per share
Net income attributable to common stock – basic (in Dollars) | $	$ 15,541,053
Reverse: change in fair value of warrant liabilities (in Dollars) | $	(15,025,888)
Net income available to common stockholders – diluted (in Dollars) | $	$ 515,165
Denominator for net income per share
Weighted average shares outstanding – basic	94,397,222
Unvested restricted stock awards	477,286
Unvested restricted stock units	3,220,972
Warrants to purchase shares of common stock, treasury method	9,257,792
Weighted average shares outstanding – diluted	107,353,272
Net income per share – basic (in Dollars per share) | $ / shares	$ 0.16
Net income per share – diluted (in Dollars per share) | $ / shares	$ 0

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	81,459,267	30,536,560	81,459,267	48,132,313
Warrants to purchase shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	44,137,349	27,214,854	44,137,349	41,112,349
Unvested restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	238,643		238,643	477,286
Unvested restricted stock units to be settled in shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	2,929,187		2,929,187	3,220,972
Shares of Common Stock issuable upon conversion of convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	24,088,729	3,321,706	24,088,729	3,321,706
Shares of Common Stock issuable upon conversion of Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	65,359		65,359
Shares of Common Stock issuable upon conversion of Series C Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	10,000,000		10,000,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,527,581	$ 2,972,130	$ 6,769,866	$ 5,893,067
Capitalized project development costs			42,920,667	$ 18,626,781
Film development costs	$ 464,000		$ 464,000		$ 464,000

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 244,665,766	$ 230,104,137
Less: accumulated depreciation	(56,413,441)	(49,643,575)
Property and equipment, net	188,252,325	180,460,562
Project development costs	158,722,100	128,721,480
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,186,090	4,186,090
Land improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Life	25 years
Property and equipment, gross	$ 31,194,623	31,194,623
Building and improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 206,307,167	192,384,530
Building and improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Life	15 years
Building and improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Life	39 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,977,886	$ 2,338,894
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Life	5 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Useful Life	10 years

Notes Payable, net (Details)

Notes Payable, net (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Mar. 01, 2022

Dec. 15, 2021

Dec. 02, 2021

Dec. 01, 2020

Sep. 14, 2020

Jun. 16, 2022

Apr. 28, 2022

Apr. 27, 2022

Nov. 23, 2021

Jun. 24, 2020

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Sep. 30, 2021

Aug. 30, 2021

Notes Payable, net (Details) [Line Items]

Amortization of note discounts

$ 1,122,324

$ 1,164,613

$ 2,478,298

$ 2,398,727

Paid-in-kind interest

$ 963,428

$ 741,243

$ 1,681,722

$ 952,012

Interest rate

4%

12%

5%

Conversion price (in Dollars per share)

$ 1.5

$ 1.09

Loan modification cost

$ 38,000

Principal amount

$ 8,347,839

Expire date

Mar. 01, 2027

HOF village CFP loan description

Midwest Lender Fund, LLC, a limited liability company wholly owned by our director Stuart Lichter (“MLF”), loaned $4,000,000 (the “CFP Loan”) to HOF Village Center For Performance, LLC (“HOF Village CFP”). Interest accrues on the outstanding balance of the CFP Loan at 6.5% per annum, compounded monthly. The CFP Loan matures on April 30, 2023 or if HOF Village CFP exercises its extension option, April 30, 2024. The CFP Loan is secured by a mortgage encumbering the Center For Performance.As part of the consideration for making the Loan, on June 8, 2022, the Company issued to MLF: (A) 125,000 shares (the “Commitment Fee Shares”) of Common Stock, and (B) a warrant to purchase 125,000 shares of Common Stock (“Series G Warrants”). The exercise price of the Series G Warrants will be $1.50 per share. The Series G Warrants will become exercisable one year after issuance, subject to certain terms and conditions set forth in the Series G Warrants. Unexercised Series G Warrants will expire five years after issuance. The exercise price of the Series G Warrants will be subject to a weighted-average antidilution adjustment.

Receive amount

$ 3,200,000

$ 27,586

Loan agreement amount

$ 5,000,000

Borrowed amount

$ 10,500,000

Minimum [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

10%

Maximum [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

12%

Series E Warrant [Member]

Notes Payable, net (Details) [Line Items]

Purchase of common stock shares (in Shares)

500,000

Exercise price (in Dollars per share)

$ 1.5

Series F warrant to purchase [Member]

Notes Payable, net (Details) [Line Items]

Purchase of common stock shares (in Shares)

1,000,000

JKP Split Note [Member]

Notes Payable, net (Details) [Line Items]

Purchase of common stock shares (in Shares)

500,000

JKP Capital Loan [Member]

Notes Payable, net (Details) [Line Items]

Principal amount

$ 7,000,000

Interest rate

12%

Common stock shares issued (in Shares)

280,000

MKG DoubleTree Loan [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

1.75%

Mortgage loan

$ 15,300,000

Prime commercial rate

5%

Extension fee

0.10%

Bank account, description

The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year.

Maturity date

Sep. 13, 2023

Aquarian Mortgage Loan [Member]

Notes Payable, net (Details) [Line Items]

Mortgage loan

$ 13,000,000

Maturity date

Mar. 31, 2022

Gross proceeds

$ 40,000,000

Loan interest

10%

Loan

$ 20,000,000

Aggregate principal amount

$ 20,000,000

CH Capital Lending, LLC [Member]

Notes Payable, net (Details) [Line Items]

Borrowing amount

$ 7,400,000

CH Capital Loan [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

8%

Per annum interest

12%

Syndicated Unsecured Term Loan and Preferred Equity Loan [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

8%

Loan

$ 8,500,000

Description of notes payable

As part of the consideration for the amendment: (i) the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (A) 330,000 shares of Common Stock to CH Capital Lending, and (B) a warrant to purchase 1,000,000 shares of Common Stock (“Series E Warrant”) to CH Capital Lending, (ii) the Company was required to, subject to approval of its board of directors, create a series of preferred stock, to be known as 7.00% Series C Convertible Preferred Stock (“Series C Preferred Stock”), and, upon the request of CH Capital Lending, exchange each share of the Company’s Series B Convertible Preferred Stock, that is held by CH Capital Lending for one share of Series C Preferred Stock, and (iii) the Company and CH Capital Lending amended and restated the Series C Warrants and Series D Warrants that the Company issued to CH Capital Lending.

IRG Note [Member]

Notes Payable, net (Details) [Line Items]

Maturity date

Jun. 30, 2022

IRG Split Note [Member]

Notes Payable, net (Details) [Line Items]

Conversion price (in Dollars per share)

$ 1.5

Common stock shares issued (in Shares)

125,000

Principal amount

$ 4,273,543

JKP Split Note [Member]

Notes Payable, net (Details) [Line Items]

Conversion price (in Dollars per share)

$ 1.09

Common stock shares issued (in Shares)

125,000

Principal amount

$ 4,273,543

Exercise price (in Dollars per share)

$ 1.09

$ 1.09

Stark Community Foundation Loan [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

6%

Borrowed amount

$ 2,500,000

CH Capital Bridge Loan [Member]

Notes Payable, net (Details) [Line Items]

Interest rate

5%

Notes Payable, net (Details) -

Notes Payable, net (Details) - Schedule of notes payable, net - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 137,408,992	$ 115,721,706
Discount	(14,478,948)	(14,361,510)
Net	122,930,044	101,360,196
TIF loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	9,345,000	9,451,000
Discount	(1,583,943)	(1,611,476)
Net	$ 7,761,057	7,839,524
Interest Rate	5.20%
Maturity Date	7/31/2048
Preferred equity loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 3,600,000	3,600,000
Discount
Net	$ 3,600,000	3,600,000
Interest Rate	7%
Maturity Date	Various
City of Canton Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 3,500,000	3,500,000
Discount	(5,925)	(6,509)
Net	$ 3,494,075	3,493,491
Interest Rate	5%
Maturity Date	7/1/2027
New Market/SCF [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 2,999,989	2,999,989
Discount
Net	$ 2,999,989	2,999,989
Interest Rate	4%
Maturity Date	12/30/2024
Constellation EME [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 2,639,242	5,227,639
Discount
Net	$ 2,639,242	5,227,639
Interest Rate	6.05%
Maturity Date	12/31/2022
JKP Capital loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 8,733,428	6,953,831
Discount	(608,880)
Net	$ 8,124,548	6,953,831
Interest Rate	12%
Maturity Date	3/31/2024
MKG DoubleTree Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 15,300,000	15,300,000
Discount		(83,939)
Net	$ 15,300,000	15,216,061
Interest Rate	6.55%
Maturity Date	9/13/2023
Convertible PIPE Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 25,288,079	24,059,749
Discount	(9,663,632)	(11,168,630)
Net	$ 15,624,447	12,891,119
Interest Rate	10%
Maturity Date	3/31/2025
Canton Cooperative Agreement [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 2,670,000	2,670,000
Discount	(171,581)	(174,843)
Net	$ 2,498,419	2,495,157
Interest Rate	3.85%
Maturity Date	5/15/2040
CH Capital Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 8,462,640
Discount	(844,218)
Net	$ 7,618,422
Interest Rate	12%
Maturity Date	3/31/2024
Constellation EME #2 [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 4,005,064	4,455,346
Discount
Net	$ 4,005,064	4,455,346
Interest Rate	5.93%
Maturity Date	4/30/2026
IRG Split Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 4,273,543
Discount	(334,615)
Net	$ 3,938,928
Interest Rate	8%
Maturity Date	3/31/2024
JKP Split Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 4,273,543
Discount	(292,355)
Net	$ 3,981,188
Interest Rate	8%
Maturity Date	3/31/2024
ErieBank Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 17,039,912	13,353,186
Discount	(567,889)	(598,966)
Net	$ 16,472,023	12,754,220
Interest Rate	5.75%
Maturity Date	6/15/2034
PACE Equity Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 8,250,966	8,250,966
Discount	(276,713)	(277,729)
Net	$ 7,974,253	7,973,237
Interest Rate	6.05%
Maturity Date	12/31/2046
PACE Equity CFP [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 27,586
Discount	(27,586)
Net
Interest Rate	6.05%
Maturity Date	12/31/2046
CFP Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 4,000,000
Discount	(101,611)
Net	$ 3,898,389
Interest Rate	6.50%
Maturity Date	4/30/2023
Stark County Community Foundation [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 2,500,000
Discount
Net	$ 2,500,000
Interest Rate	6%
Maturity Date	5/31/2029
CH Capital Bridge Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross	$ 10,500,000
Discount
Net	$ 10,500,000
Interest Rate	12%
Maturity Date	9/10/2022
Aquarian Mortgage Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross		7,400,000
Discount		(439,418)
Net		6,960,582
IRG Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross		8,500,000
Discount
Net		$ 8,500,000

Notes Payable, net (Details) _2

Notes Payable, net (Details) - Schedule of accrued interest on notes payable - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	$ 626,572	$ 1,669,560
TIF loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	33,159	22,208
Preferred equity loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	48,825	203,350
New Market/SCF [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	17,833	89,682
Constellation EME [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	13,142
City of Canton Loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	1,484	5,979
JKP Capital Note [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total		1,251,395
Canton Cooperative Agreement [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	39,511	39,416
CH Capital Loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	55,652
IRG Split Note [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	28,490
JKP Split Note [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	28,490
ErieBank Loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	31,910	26,706
PACE Equity Loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	284,242	$ 30,824
Stark Community Foundation [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	5,834
CH Capital Bridge Loan [Member]
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items]
Total	$ 38,000

Notes Payable, net (Details) _3

Notes Payable, net (Details) - Schedule of fair value of warrants	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Series F Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.09
Dividend yield	0%
Expected volatility	51.20%
Risk free interest rate	1.60%
Number of shares (in Shares) | shares	1,000,000
Series E Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.5
Dividend yield	0%
Expected volatility	51.20%
Risk free interest rate	1.60%
Number of shares (in Shares) | shares	1,000,000
IRG Split Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.5
Dividend yield	0%
Expected volatility	51.20%
Risk free interest rate	1.60%
Number of shares (in Shares) | shares	500,000
JKP Split Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.09
Dividend yield	0%
Expected volatility	51.20%
Risk free interest rate	1.60%
Number of shares (in Shares) | shares	500,000
Series G Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 0.62
Exercise price (in Dollars per share)	$ 1.5
Dividend yield	0%
Expected volatility	52.40%
Risk free interest rate	3%
Number of shares (in Shares) | shares	125,000

Notes Payable, net (Details) _4

Notes Payable, net (Details) - Schedule of principal payments on notes payable outstanding	Jun. 30, 2022 USD ($)
Schedule of principal payments on notes payable outstanding [Abstract]
2022 (six months)	$ 13,815,568
2023	16,889,801
2024	34,524,169
2025	31,051,820
2026	1,397,073
Thereafter	39,730,561
Total Gross Principal Payments	137,408,992
Less: Discount	(14,478,948)
Total Net Principal Payments	$ 122,930,044

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)				1 Months Ended		3 Months Ended		6 Months Ended
	May 13, 2021	Nov. 03, 2020	Jul. 01, 2020	Mar. 28, 2022	Sep. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Jun. 02, 2021	Oct. 08, 2020
Stockholders' Equity (Details) [Line Items]
Increase of authorized shares, description		the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001.
Preferred stock, shares authorized						4,932,200		4,932,200		4,932,200
Issuance of restricted stock units						522,541		522,541
2020 Omnibus Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Common stock authorized for issuance shares			1,812,727
Shares issued											5,812,727
Shares remained available for issuance						2,154,595		2,154,595
Issuance of restricted stock units						1,314,127		1,314,127
Series A Preferred Stock [Member] | Authorized Capital [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized												52,800
Series B Convertible Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	15,200
Relative rights, percentage	7%
Preferred stock, shares outstanding						200		200		15,200
Convertible preferred stock, percentage								7%
Preferred stock, shares authorized						15,200		15,200		15,200
Series C Convertible Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized				15,000
Relative rights, percentage				7%
Preferred stock, shares outstanding						15,000		15,000		0
Preferred stock, shares authorized						15,000		15,000		15,000
Preferred stock, shares issuance				15,000
Aggregate liquidation preference (in Dollars)				$ 15,000,000
Amended and Restated Series C Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)								$ 1.4
Amended and Restated Series D Warrants issue to CH Capital Lending [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price (in Dollars per share)								$ 6.9
Restricted Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Stock–based compensation related to restricted stock (in Dollars)						$ 720,703	$ 673,005	$ 1,453,460	$ 1,227,551
Related to restricted share arrangements (in Dollars)								$ 12,161
Weighted average period								1 month 6 days
Restricted Stock Units [Member]
Stockholders' Equity (Details) [Line Items]
Stock–based compensation related to restricted stock (in Dollars)						$ 586,547	$ 947,144	$ 1,088,959	$ 1,779,141
Related to restricted share arrangements (in Dollars)								$ 3,178,424
Weighted average period								1 year 1 month 6 days
Restricted stock units								1,836,668
Restricted Stock Units [Member] | Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Issuance of restricted stock units per share (in Dollars per share)						$ 0.55		$ 0.55
Restricted Stock Units [Member] | Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Issuance of restricted stock units per share (in Dollars per share)						$ 1.16		$ 1.16
Equity Distribution Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)					$ 50,000,000
Sale of shares								18,200,000
Net proceeds (in Dollars)								$ 17,900,000
Remaining availability of equity distribution (in Dollars)								$ 28,100,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Stockholders' Equity (Details) - Schedule of restricted common stock [Line Items]
Number of shares, Non-vested, Beginning balance | shares	238,643
Weighted average grant date fair value, Non-vested, Beginning balance | $ / shares	$ 9.31
Number of shares, Granted | shares	197,168
Weighted average grant date fair value, Granted | $ / shares	$ 1.19
Number of shares, Vested | shares	(197,168)
Weighted average grant date fair value, Vested | $ / shares	$ 1.19
Number of shares, Non-vested, Ending balance | shares	238,643
Weighted average grant date fair value, Non-vested, Ending balance | $ / shares	$ 9.31

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Stockholders' Equity (Details) - Schedule of restricted stock units [Line Items]
Number of shares, Non-vested, Beginning balance | shares	2,207,337
Weighted average grant date fair value, Non-vested, Beginning balance | $ / shares	$ 2.34
Number of shares, Granted | shares	1,836,668
Weighted average grant date fair value, Granted | $ / shares	$ 0.95
Number of shares, Vested | shares	(541,377)
Weighted average grant date fair value, vested | $ / shares	$ 2
Number of shares, Forfeited | shares	(573,442)
Weighted average grant date fair value, Forfeited | $ / shares	$ 2.5
Number of shares, Non-vested, Ending balance | shares	2,929,186
Weighted average grant date fair value, Non-vested, Ending balance | $ / shares	$ 1.48

Stockholders' Equity (Details_3

Stockholders' Equity (Details) - Schedule of warrant activity - Warrant Activity [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Outstanding, Beginning balance | shares	41,012,349
Weighted Average Exercise Price, Beginning balance | $ / shares	$ 7.82
Weighted Average Contractual Life (years), Beginning balance	3 years 7 months 2 days
Number of shares Outstanding, Granted | shares	3,125,000
Weighted Average Exercise Price, Granted | $ / shares	$ 1.3
Number of shares Outstanding, Ending balance | shares	44,137,349
Weighted Average Exercise Price, Ending balance | $ / shares	$ 7.36
Weighted Average Contractual Life (years), Ending balance	3 years 4 months 9 days
Number of shares, Exercisable | shares	42,512,349
Weighted Average Exercise Price, Exercisable | $ / shares	$ 7.59
Weighted Average Contractual Life (years), Exercisable	3 years 3 months 21 days

Stockholders' Equity (Details_4

Stockholders' Equity (Details) - Schedule of fair value of Warrants	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Original Series C Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Term (years)	3 years 9 months 18 days
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.4
Dividend yield	0%
Expected volatility	54.70%
Risk free interest rate	1.50%
Number of shares (in Shares) | shares	10,036,925
Aggregate fair value (in Dollars) | $	$ 3,336,000
Modified Series C Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 1.4
Dividend yield	0%
Expected volatility	50.80%
Risk free interest rate	1.50%
Number of shares (in Shares) | shares	10,036,925
Aggregate fair value (in Dollars) | $	$ 3,648,000
Original Series D Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Term (years)	2 years 3 months 18 days
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 6.9
Dividend yield	0%
Expected volatility	63.50%
Risk free interest rate	1.30%
Number of shares (in Shares) | shares	2,450,980
Aggregate fair value (in Dollars) | $	$ 50,000
Modified Series D Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Term (years)	5 years
Stock price (in Dollars per share)	$ 1.01
Exercise price (in Dollars per share)	$ 6.9
Dividend yield	0%
Expected volatility	50.80%
Risk free interest rate	1.60%
Number of shares (in Shares) | shares	2,450,980
Aggregate fair value (in Dollars) | $	$ 138,000

Sponsorship Revenue and Assoc_3

Sponsorship Revenue and Associated Commitments (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 09, 2020	Jul. 02, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	May 10, 2022
Sponsorship Revenue and Associated Commitments (Details) [Line Items]
Naming rights agreement description		the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Naming Rights Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020.
Payments for services	$ 217,000,000				$ 195,000,000		$ 199,000,000
Revenue recognized, net			$ 452,772	$ 1,508,402	1,272,062	$ 2,983,838
Revenue recognition until dispute amount			2,125,000
Balance due amount			$ 4,010,417		$ 4,010,417		$ 1,885,417
Naming Rights Agreement [Member[
Sponsorship Revenue and Associated Commitments (Details) [Line Items]
Revenue recognized, net				$ 1,121,385		$ 2,230,447
Naming Rights Notice [Member]
Sponsorship Revenue and Associated Commitments (Details) [Line Items]
Received amount								$ 4,750,000

Sponsorship Revenue and Assoc_4

Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement - Naming Rights Agreement [Member]	Jun. 30, 2022 USD ($)
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement [Line Items]
2022 (six months)	$ 4,750,000
2023	4,750,000
2024	5,000,000
2025	5,000,000
Thereafter	46,531,251
Total	66,031,251
Unrestricted [Member]
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement [Line Items]
2022 (six months)	4,000,000
2023	4,000,000
2024	4,250,000
2025	4,250,000
Thereafter	39,781,251
Total	56,281,251
Activation [Member]
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement [Line Items]
2022 (six months)	750,000
2023	750,000
2024	750,000
2025	750,000
Thereafter	6,750,000
Total	$ 9,750,000

Sponsorship Revenue and Assoc_5

Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received the agreements johnson controls naming rights agreement	Jun. 30, 2022 USD ($)
Schedule of future cash to be received the agreements johnson controls naming rights agreement [Abstract]
2022 (six months)	$ 762,000
2023	2,744,220
2024	2,406,265
2025	2,317,265
2026	2,167,265
Thereafter	6,271,792
Total	$ 16,668,807

Other Commitments (Details)

Other Commitments (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Apr. 30, 2021	Oct. 22, 2019	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 01, 2021
Other Commitments (Details) [Line Items]
Gross revenue percentage		2%
Base management fees and other operating expenses		$ 10,000
Commencement date		Oct. 22, 2024
Incurred management fees			$ 32,844	$ 30,000	$ 62,844	$ 60,000
Escrow deposit							$ 2,000,000
Monthly installments	$ 103,095
Minimum [Member]
Other Commitments (Details) [Line Items]
Executive officers terms					1 year
Maximum [Member]
Other Commitments (Details) [Line Items]
Executive officers terms					3 years

Other Commitments (Details) - S

Other Commitments (Details) - Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries - Lessor Commitments [Member]	Jun. 30, 2022 USD ($)
Other Commitments (Details) - Schedule of future minimum lease commitments under this lease, excluding leases of the company’s subsidiaries [Line Items]
2022 (six months)	$ 24,200
2023	246,761
2024	239,266
2025	233,183
2026	220,866
Thereafter	846,636
Total	$ 1,810,912

Other Commitments (Details) -_2

Other Commitments (Details) - Schedule of other liabilities - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Schedule of other liabilities [Abstract]
Activation fund reserves	$ 3,629,085	$ 3,537,347
Deferred sponsorship revenue	3,387,224	203,278
Other liabilities	1,554,903
Total	$ 8,571,212	$ 3,740,625

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($)						3 Months Ended		6 Months Ended
	Apr. 08, 2022	Jul. 01, 2020	Jan. 13, 2020	Dec. 11, 2018	Mar. 10, 2016	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 03, 2021
Related Party Transactions [Abstract]
Percentage of development costs						4%		4%
Financing from constellation			$ 9,900,000
Membership purchase agreement, description					On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenues and expenses.
License agreement, description				the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033.
Media license agreement, description		the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis.
Purchase for parcels of real property										$ 1,750,000
Global license agreement, description	The Global License Agreement requires Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The Global License Agreement also provides for an additional license royalty payment by Newco to PFHOF for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through Newco’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. The Global License Agreement has an initial term through December 31, 2036, subject to automatic renewal for successive five-year terms, unless timely notice of non-renewal is provided by either party.
Paid annual license fee						$ 318,750	$ 0	$ 318,750	$ 0

Related-Party Transactions (D_2

Related-Party Transactions (Details) - Schedule of due to affiliates - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items]
Total	$ 2,746,497	$ 1,818,955
Due to IRG [Member]
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items]
Total	1,770,390	1,041,847
Due to IRG Affiliate [Member]
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items]
Total	116,900	116,900
Due to PFHOF [Member]
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items]
Total	$ 859,207	$ 660,208

Related-Party Transactions (D_3

Related-Party Transactions (Details) - Schedule of future minimum payments under this agreement	Jun. 30, 2022 USD ($)
Schedule of future minimum payments under this agreement [Abstract]
2022 (six months)	$ 581,250
2023	600,000
2024	600,000
2025	600,000
2026	600,000
Thereafter	7,350,000
Total Gross Principal Payments	$ 10,331,250

Concentrations (Details)

Concentrations (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Sponsorship Revenue [Member]
Concentrations (Details) [Line Items]
Number of customer	2	2	2	2
Sponsorship Revenue [Member] | Customer One [Member]
Concentrations (Details) [Line Items]
Concentration risk percentage	65%	47%	45.7%	74.8%
Sponsorship Revenue [Member] | Customer Two [Member]
Concentrations (Details) [Line Items]
Concentration risk percentage	28%	12%	19.5%	19.5%
Accounts Receivable [Member]
Concentrations (Details) [Line Items]
Number of customer			1		1
Accounts Receivable [Member] | Customer One [Member]
Concentrations (Details) [Line Items]
Concentration risk percentage			85%		88%

ROU Assets and Lease Liabilit_3

ROU Assets and Lease Liabilities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jan. 01, 2022
ROU Assets And Lease Liabilities [Abstract]
Operating ROU assets	$ 7,741,946
Operating lease liabilities	$ 3,383,807
Prepaid rent		$ 4,358,139

ROU Assets and Lease Liabilit_4

ROU Assets and Lease Liabilities (Details) - Schedule of operating leases - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Operating leases [Member]
ROU Assets and Lease Liabilities (Details) - Schedule of operating leases [Line Items]
Right-of-use assets	$ 7,651,080
Lease liability	3,404,682
Finance leases [Member]
ROU Assets and Lease Liabilities (Details) - Schedule of operating leases [Line Items]
Right-of-use assets
Lease liability

ROU Assets and Lease Liabilit_5

ROU Assets and Lease Liabilities (Details) - Schedule of information related to leases	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of information related to leases [Abstract]
Operating lease cost	$ 258,184
Other information:
Operating cash flows from operating leases	$ 158,083
Weighted-average remaining lease term – operating leases (in years)	92 years 10 days
Weighted-average discount rate – operating leases	10%

ROU Assets and Lease Liabilit_6

ROU Assets and Lease Liabilities (Details) - Schedule of annual minimum lease payments of our operating lease liabilities	Jun. 30, 2022 USD ($)
Schedule of annual minimum lease payments of our operating lease liabilities [Abstract]
2022 (six months)	$ 167,035
2023	333,004
2024	311,900
2025	311,900
2026	311,900
Thereafter	41,436,900
Total future minimum lease payments, undiscounted	42,872,639
Less: imputed interest	(39,467,957)
Present value of future minimum lease payments	$ 3,404,682

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				1 Months Ended	6 Months Ended
	Aug. 05, 2022	Jul. 14, 2022	Jul. 01, 2022	Jul. 29, 2022	Jun. 30, 2022
Subsequent Events (Details) [Line Items]
Lessee amount					$ 29,565,729
Pay closing cost					$ 600,187
Annual interest rate					6%
Semi-annual administrative fee					$ 6,542
Semi-annual payments					$ 1,314,913
Development finance interest rate					100%
Original principal amount					$ 10,030,000
Deposits amount					9,895,197
Discription of agreement		The initial term of the Online Market Access Agreement is ten years.		The initial term of the Retail Sports Gaming Services Agreement is ten years.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Subsequent events, description			On July 1, 2022, HOF Village Stadium, LLC (the “Lessee”), a wholly-owned subsidiary of the Company that leases the Tom Benson Hall of Fame Stadium (“Stadium”) from Stark County Port Authority, entered into the EPC Agreement with Canton Regional Energy Special Improvement District, Inc. (the “ESID”), SPH Canton St, LLC, an affiliate of Stonehill Strategic Capital, LLC (“Investor”), and City of Canton, Ohio.
Principal amount	$8,751,763
Investor [Member]
Subsequent Events (Details) [Line Items]
Capitalized interest					3,221,927
EPC Agreement [Member] | Investor [Member]
Subsequent Events (Details) [Line Items]
Project advance amount					$ 33,387,844